War Stories
by Tobias Umbra
Summary: The Lylat War seen in StarFox 64 was a conflict of heroes, villains, ideas and emotions. In three stories from the war, see the conflict through the eyes of those that suffered and fought in it, from the dark beginning to the triumphant end.
1. Religion

AUTHOR'S NOTE: I may need to check into StarFox rehab. For some ungodly reason, I'm addicted. Though it could just be my boredom in the last days of winter break. Here is my THIRD StarFox fanfic, which (for those of you newcomers) takes place in the same canon as my other stories, "A Great Day to Die" and "Cubs". What that basically means is that it's a darker, maybe more realistic take on the StarFox universe, with my own interpretations of the characters, even though it still follows the stories of the SF games (except for Command, which sucked). Where "A Great Day to Die" takes place in Fox and Wolf's latest time, after the Aparoid Invasion, and "Cubs" concerns their early childhood leading up to the Lylat Wars, "War Stories" is a collection of 3 stories about pivotal events in the Lylat Wars itself. Notice that I didn't say 'short stories', I said 'stories'. Don't hate me because I write A LOT; instead be grateful. And don't worry if you haven't read the other stories; as long as you kind of know your StarFox history you'll understand it. Anyway, before each story you're going to get a little false-document background that details some parts of my version of the Lylat System, so that I don't have to spend so much time having the characters awkwardly explain it during the stories so much. So, here's your first lesson. Begin.

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Excerpt from the _Encyclopedia Corneria_, 18th Edition

Religion: Though, in the last Lylat census, nearly 80% of Lylat citizens claimed to be atheist, two religious beliefs in Lylat System history retain their importance to the interstellar community and Lylat culture at large.

-Lylatianism: The dominant religion of the Lylat System since the advent of warp drive engines more than 1,500 years ago, Lylatianism worships the God Lyla (always referred to as both a female and a God rather than a Goddess), the creator of the Lylat System. Depicted as a robed canine with six wings, one for each star system of Lylat, Lyla was said to have created every living thing in the Lylat System, and given a select few species the ability to speak in a moment known as the Great Gift. Afterwards, Lyla was said to have turned into the red dwarf known as Solar, and would reappear at the star's expiration to end the Lylat System, punishing the wicked and rewarding the righteous. Though Lylatianism preaches tolerance, forgiveness, peace, selflessness, and ethics, various interpretations of Lylatian myth have drawn criticism and harsh debate, the foremost of which is the story of the Great Gift, which describes Lyla coming down from heaven and giving the gift of speech to the canids, felines, avians and leporids that approach her, while a group of lupines, reptiles, rodents, and primates hiding in the trees also receive the gift of speech. As a 'person' is defined in the Lylat System by the ability to speak, debate has arisen as to whether the story describes the species hiding in the bushes as too afraid to approach Lyla, and receiving the Gift anyway, or as assuming the ability to speak when it was not offered to them. Belief in the latter interpretation has been cited as a cause for the several speciesist policies of the (dominantly canid and feline) Cornerian Empire and the Commonwealth that replaced it, including the unofficial policy of _dehorseri_.

-Krazoa Faith: Records show evidence of the belief in the Krazoa, a god-like pantheon of spirits, going back even before Lylatianism. Ruins on Titania, in the jungles of Fortuna, in the abandoned cities of Temple, and in the palaces of Sauria, all make at least some reference to the polytheistic Krazoa Faith. According to the myths, the Krazoa created the entire universe, giving special attention to the Lylat System, creating all living things and giving sentience its form. The Krazoa are said to represent the forces of nature and chaos, while at the same time being comprised of the life force of every creature that has ever lived. The Krazoa Faith is a complex, convoluted belief, part nature-worship, part-ancestor worship, part multi-god cult. Though all common knowledge of the Krazoa Faith has died out in the Lylat System, with the exception of the historians and archaeologists that study it, the Krazoa Faith is the only religion of the tribes of the planet Sauria, and was apparently also practiced by the people of the mythical planet of Cerinia. Though several groups in centuries past were recorded as having practiced the Krazoa Faith and its rituals, almost all of these groups were met with harsh and sometimes violent persecution by both the Cornerian Empire and the Lylatian Church, which may have led to the faith's ridiculed, if not forgotten status in the majority of the Lylat System. Despite its archaic, hokey reputation amongst most that still remember it, several of the phenomena attributed to the Krazoa spirits that occurred during the Saurian Crisis (see article: Saurian Crisis), such as Sauria's recovery from extreme planetary disintegration and the alleged 'resurrection' of Andross, are as of yet unexplained.


	2. The War of The Worlds

AUTHOR'S NOTE: Why do I always write these before almost every chapter? Do I like blabbing to you guys THAT much about what's going through my head as I write? Do you guys care? Who knows, maybe I'm just an egotist. Anyway, some notes on this first story, which will cover the very beginning of the Lylat Wars. Here, you'll meet one or two original characters that might appear sometime in the future, along with my interpretation of Fay, whose views will fuel the 'faith vs. doubt, hope vs. cynicism' themes in this first story. As you might tell from the title, this story is sort of a tribute to HG Wells' _War of The Worlds_, specifically Fettdog's Musical Version of Jeff Wayne's _War of the Worlds _radio play (Google it, listen to it, love it). I thought it was appropriate, being the original alien invasion story, and kind of fitting, since the movie _Independence Day_ was a rip-off of _War of the Worlds_ and the Katina mission in Star Fox 64 was a rip-off of the movie _Independence Day_. So see this story as a nod to HG, _and_ StarFox. Enjoy.

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**-The War of the Worlds-**

Fay Donahue's eyes had been glaring into the mirror, her eyes locked on the stubborn red ribbon between her ears for so long that it was almost beginning to hurt. The bow _never_ took this long to tie into her hair; if she hadn't worn one just like it everyday for as long as she could remember she would've just given up and gone without it. The last time she tried _that_ though, more than a handful of people didn't even recognize her. As irritating as it was, Fay was much keener on just getting the damn thing to tie as opposed to dealing with the odd looks and endless questions of "Hey, Fay, what happened to your bow? I almost didn't see you there."

Once more, Fay gripped a lock of long, snow-white fur from the top of her head, holding it between her index and middle fingers like one would hold a kretek before smoking it. Delicately, she guided the lock of soft fur through the loop of ribbon pinched in her other hand. Shifting her fingers just slightly, Fay pinched the fur in between the ribbon, slowly taking one end of the ribbon and crossing it over the other. Tightening the cross as much as possible, hoping that the fur would stay gripped in the ribbon, Fay took one end of the ribbon and began to slip it under the loop, between the fur and the lock of hair. As she did, her other hand lifted ever so slightly, and the lock of fur slipped out of the loop. Fay's paw dropped to the vanity in front of her, banging the polished faux-wood with frustration. She wanted to curse, but didn't want one of her fellow students or (God forbid) one of the nuns that may have been in the hall to hear. The walls of her apartment were practically paper-thin.

Fay set the ribbon down on the vanity, leering at it coldly.

"Fine," Fay sighed, picking up the ribbon and holding it away from her body as if it were soaked in something nasty, "If you're going to be like that, I'm just going to have to let you go."

Without another word, Fay walked away from the vanity, out of her bedroom and into the small kitchen of her apartment, then opened the waste disintegrator sitting against the wall next to the conservator. Not missing a beat, she dropped the ribbon in and watched as it plummeted past the matter spectrometer field and into the blue arc of plasma, where the ribbon was vaporized with a quiet, sizzling pop.

"That'll teach you," Fay grumbled, returning to her room and walking over to her vanity, opening a drawer containing several beauty products, including a small box filled with dozens of red ribbons.

Fay plucked up a fresh ribbon out of the box, repeating the exercise again, step by step, finding the new ribbon to be much more cooperative, and forming it into her tasteful trademark red bow.

"You _really_ need to invest in a barrette, or something," she said to herself in the mirror.

The white spaniel looked herself over to ensure that she was presentable; modest enough to walk around the seminary campus without drawing the criticism of the nuns, but cute enough to not be _indistinguishable_ from them. She wore a casual taupish-beige colored dress that was somewhere between a sundress and a sheath dress (with the thin straps of a sheath, but not as form-fitting), over which she wore a short red vest with golden trim to cover her shoulders (which she had made out of a stylish jacket she'd found in a thrift store one day). Around her neck was a golden Lylatian pendant, a star with six thin wings stretching out from the center, which might've drawn criticism for bringing attention to her chest if it wasn't a religious charm. On her feet were a pair of brown 14-eye work boots, which gave a hint of toughness to her look that contrasted with the delicate cuteness of her other accessories. Fay gave a light push upwards on each of her furry, thick ears, then turned and left her room, returning to the kitchen.

The apartment was quiet as she opened one of the depositories on the wall and pulled out a frying pan, setting it down on the arc stove. Her roommate, a rather quiet feline named Katie Harkness that was far more conservative and shy than Fay, had come to Saint Lassie's Seminary and Lylatian Mission with some of her friends, and was often absent from their apartment, hanging out with the girls that she'd come to school with. Fay didn't really mind, it just meant that she didn't have to share the kitchen or the bathroom with anyone.

Fay made a quick detour over to the sitting area with the small holovision flat screen, turning it and the speaker system she'd brought from home on, then turning off the flat screen so she could just listen to something while she cooked her breakfast.

"…Venomian officials have dismissed the comments of General Pepper, describing the General's claims of the Venomian military build-up as an 'extreme exaggeration,'" the voice of the LNN news anchor reported as Fay opened the conservator, retrieving a bar of butter and a pair of eggs from inside before closing it back up again. Fay tuned out the voice slightly, disinterested, as she drew a knife from the rack, sliced off a thick square of butter, placed it in the center of the frying pan, and activated the arc stove. The round panel beneath the frying pan began to glow a bright blue, the faintest hum of electricity able to be heard as the appliance powered up. Fay put the rest of the butter back in the conservator, then wiped off the knife and put it away. She opened a drawer in the counter and extracted a spatula of black plastic as the frying pan heated up and the square of butter began to melt.

Fay began to guide the butter around the interior of the pan with the edge of the spatula, barely listening as the anchor droned on.

"In more local news, several planetary communications satellites in orbit have malfunctioned in the past few days, leading to a disruption of communications across Macbeth and minor disruptions of Macbeth's interstellar communications abilities. The great majority of these satellites were devoted to military communications, making the latest logistics and movements of Macbeth Civil Protection extremely difficult," the newsman reported as Fay worked the butter around the pan, coating the entire inner surface with a thin layer, "Some official sources have claimed that several satellites show evidence of advanced sabotage. Civil Protection officials have yet to comment on this issue."

Fay was beginning to get bored, and considered changing the channel as she cracked each of the eggs on the rim of the pan, opening the shells and pouring the eggs onto the steel, where the fluid quickly turned from murky clear to white, bubbles forming on the surface around the circular yellow yolk.

"And now your local weather:" said the newsman, whose voice was replaced by the somewhat more rich and cheery voice of the meteorologist, "It's going to be a cool, comfortable Saturday morning in Wayland, temperatures will average around 22 degrees Celsius, except for a four-degree drop in temperature that should occur between four and six o'clock this evening. We've got clear skies all day, with comfortably low humidity and just the _occasional_ gust of wind. It's going to be a beautiful, quiet day today, so get out there and enjoy it. In the upcoming nights, you may want to check the skies, since the orbits of Venom and Macbeth are aligning at their closest point this year, which is going to cause an impressive planetary eclipse with the moon on Wednesday night. And now back to Francis in the LNN newsroom. Francis?"

"Change channel," Fay commanded.

"**What channel, please?**" the flat screen inquired.

"Music channel four," Fay answered.

"**Affirmative**," the screen replied.

The words of LNN anchor Francis Masuka were replaced by a soulful, slow mix of blues and jazz, incorporating an Aquas conch horn into the instrumentation for a distinctive bass twang. As Fay scooped up one of the fried eggs with the spatula, flipping it over to cook the other side, she heard the chirping of an old electric organ, and smiled. Her father's church in Dyson, a small town halfway around Macbeth from Wayland, had an electric organ that was always played after his sermons. When Fay graduated from St. Lassie's and began preaching at her own church, she wanted to have an electric organ just like it.

Where she'd find one was a different matter, it was an ancient instrument that was hardly ever made anymore.

She flipped the other egg over and watched both of them fry in the pan, sizzling and popping in the layer of butter. Fay lifted a paw and scratched behind one of her long, somewhat shaggy ears. Working her nails between the curls of white fur, she was careful not to mess up her bow, remembering what a pain it was to get right.

After a few minutes, Fay opened up a depository and took out a white ceramic plate, opening a drawer and withdrawing a fork, then scooped up each of the fried eggs in the pan and deposited them down on the plate. She took the plate into the sitting area and delicately reclined into a soft armchair, shifting until her wispy, feather-duster tail found a comfortable position under her body weight.

Fay bowed her head and shut her eyes as the electric organ, along with the rest of the jazz medley, went into a mini crescendo, then murmured quietly, "Bless this food, oh God Lyla, Mother of the planets and the stars in the sky, giver of life and knowledge. May I serve Your will on this gracious day. Armen."

She opened her eyes and picked up the fork, slicing the fried eggs and putting them into her mouth, their gratifying softness and warmth working their way over her tongue and then down her throat. A few minutes later Fay had finished her eggs, and she got up, depositing the plate and fork into the sink, putting the frying pan in there as well and running the faucet until it was nearly full with water. Pausing for a moment, Fay decided to clean up the rest of it when she got back. She had all day, after all.

She went back to the flat screen and sound system, turning it off before she made her way to the door of her apartment, pressing the button on the doorframe with the pad of her index finger. The door slid aside with a quiet hiss, and Fay traveled out into the nondescript hallway with its white plaster walls and pale green carpets. She checked her Wrist-Mounted Data Assistant, checking to see when the café across the street from her dorm hall opened, a pleasant smile working its way across her muzzle when the WMDA displayed the hours and she realized that it opened an hour ago. Minimizing the hologram with a press of a button, Fay began to walk down the hall, her heavy boots making a dull, quiet thumping sound as they stepped over the carpet. Turning a corner, she approached one of the nuns, a yellow avian in the traditional light blue and dark black hooded robes.

"Good morning, Sister Lilania," Fay said curtly.

Sister Lilania merely offered the slightest of nods, continuing on her way. Sister Lilania, like many of the other nuns that worked in the dormitories and the mission of St. Lassie's, quietly disapproved of females like Fay being allowed to learn to become a priest. But, then again, Fay was pretty sure nuns like Sister Lilania disapproved of a lot of things that the Lylatian Church did nowadays. More than likely, they'd probably prefer to go back more than 200 years, when the Church was a hierarchical institution run and governed by male clergy rather than the Lylatian Tome, an organization that had an influence over the government and lynched people it didn't like.

So, Fay didn't really pay the nuns much mind, aside from a polite and respectful greeting now and then. She made her way to the turbo lift and pressed the call button, the doors chiming and opening after barely a moments pause. Fay rode the turbo lift down, stopping once at another floor to pick up a group of three male canines, two chubby shar pei and one stick-thin Labrador retriever, dressed in the uniform black ties and dark blue blazers of the St. Lassie's seminary. As the doors slid shut and the turbo lift descended, the Labrador glanced over at Fay, to which she responded with a polite but dismissive smile.

He wasn't cute, and even if he was, Fay wasn't interested.

She'd never really done that well with boys, and being a preacher's daughter studying to be a preacher didn't help her improve much in that area, so she decided to start worrying about boys at a later stage of her life. She was only twenty, after all; she had plenty of time.

The turbo lift reached the lobby floor, opening up to a large, open room with doorways leading to the pneumatic mail delivery room and laundry rooms on one side, and the security desk and main doors to the building on the other. Fay headed towards the security desk, her boots thumping on the tile floors as she began to travel through the electric turnstile.

"Hey, Fay!" a male lynx about her age in a green security officer's uniform greeted.

"Hey, Terrance," Fay smiled, stopping and rolling her eyes.

Terrance was Fay's favorite security guard, warm and friendly and actually nice to talk to. He was the only one that didn't annoy her when he greeted her with the "Hey, Fay!" line that _everyone _had used for her _entire life._ Fay wanted to tell herself that this was because Terrance was just a nice guy, and it had nothing to do with the fact that he _was _very nice to look at.

But if Fay told herself that, she'd be lying.

"What 'cha up to?" Terrance inquired, leaning against the desk.

"Just going across the street," Fay shrugged, "Maybe get some brew, mingle a little. Nothing major."

Terrance nodded, the tufts of black hair on the tips of his ears quivering. Fay looked over Terrance's face and exposed, fit arms, examining the brownish gold fur and the series of brown spots on his arms. She caught herself and stopped.

Terrance smiled, and Fay wondered whether or not he'd noticed her checking him out.

"If you're going to be out for a while, better be careful," Terrance said coolly, "Looks like there's a pretty nasty storm about to hit."

Fay's brow furrowed in confusion, and she paused for a second.

"The news said it was supposed to be a great day," Fay mentioned, "Clear skies and twenty-two degrees."

"_You_ can trust the weatherman," Terrance shrugged, "I'll trust my eyes. The sky looks like it's about to rain down all sorts of hell."

"Really?" Fay asked, somewhat confused.

"It's pretty weird. Just came out of nowhere. Five minutes ago it was clear skies, then like that," Terrance continued, snapping his fingers for emphasis, "It started looking like something nasty was about to come down. Just don't get soaked, okay Fay?"

Fay smiled at the rhyme, again finding it more endearing than irritating.

"Okay, Terrance," Fay nodded, feeling her ears pat against her shoulders, "I'll be careful. See you around."

Terrance winked at her and pressed the button to open the door. Fay turned around quickly so that he wouldn't see her blush, heading through the now open transparisteel door.

She walked out onto a concrete staircase, leading down from her dormitory hall to the street, where two lanes of hover car traffic flowed. Fay looked out at the decent view of Wayland, the capitol of Macbeth, offered by her position. The buildings of Macbeth were such a contrast from the clean, white, round and soft-looking buildings that she'd seen in pictures of Corneria City. Macbeth hadn't nearly the same environmental respects of Corneria, which were reflected in its hulking, obscenely high buildings that dominated the skies. More than a few of the largest skyscrapers in the distance were foundry buildings, monumental factories planted in the middle of the city that towered into the sky and belched smoke and steam from the dozens of smoke stacks sticking out from their sides and atop their roofs. Several buildings were equipped with mammoth holographic displays that projected huge advertisements on the building and into the air itself, visible from kilometers away. In between the hulking high-rises and glittering spires of Wayland were lanes of air traffic, adding both relief to the inadequate streets and more neurosis to the skyline.

To the west, just barely visible, was the constant, perpetual traffic of giant hovercraft freighters that ferried manufactured goods and natural resources from the factories, refineries and mines in the Macbeth countryside, only to have them loaded on space freighters that took off and sailed into orbit for parts unknown. Massive and dominating, even for the skyline of Wayland, perched upon the old Valiant building like a giant monitoring the city, was the 200-meter high Statue of Freedom, a huge composite-metal depiction of a triumphant feline male, holding out his paw in offering. The statue was made to commemorate Macbeth's independence from the Cornerian Empire, a hard-fought prize of the Lylat Civil War that raged centuries in the past.

Despite Wayland's dark, sometimes foreboding and chaotic ambiance, Fay somewhat admired it, especially the idea of trying to revitalize Lylatian values in such a place as this, which obviously could use it. She examined the sky to find that Terrance was indeed right, the heavens dominated by thick, brownish-grey clouds that looked somehow different from any Fay had ever seen before. There was a way that they slowly boiled and swirled through the air, comprehensively blanketing the entire sky without a single clear spot in sight. In the dullness of the clouds, Fay thought she saw the white flare of lighting, but she heard no thunder, nor did she feel the vaguest hint of raindrops falling to the ground.

Trying to shrug off the faint unease that she felt in her gut but didn't know why, Fay continued down the stairs, making her way to the street and looking both ways before hurrying across. She reached the other side just a few ticks before a low riding hovercraft that probably wouldn't have stopped for her zoomed up the road. Fay strode through the light glass doors of the trendy coffeehouse in front of her, an above-mediocre local chain called Cassie's. Inside, several patrons of almost every species lounged in the booths or at the bar of the warm interior, while a pair of grey, antiquated looking droids worked the espresso machines, oven and dehydrator unit. The only living being behind the counter was an average-looking female collie with a nose ring, who stared up at one of the hologram feeds projected up on the wall in a distracted manner. Fay walked up to the counter, getting the collie's attention, who gave her an icy look before asking what she wanted.

Scanning over the menu and feeling indecisive, Fay answered, "Surprise me."

The collie gave Fay a look, as if she was trying to stifle a laugh.

"You _sure _you wanna put yourself through _that_?" the she asked Fay in a nasal, sarcastic tone.

Fay took another look at the girl's nose ring.

"Uh…" Fay stuttered, "On second thought, just maybe some coffee? Lots of cream, lots of sugar."

The collie nodded and went to work, and Fay looked down the bar, finding an empty stool and taking a seat.

She looked over at one of the holograms on the wall, seeing a news feed from the Central Broadcasting Authority, another Lylat news outlet. On the hologram, a greyhound field reporter was standing on an observation deck to one of Wayland's skyscrapers, with the dark, ominous skies over Wayland dominating the shot. In the corner of the hologram, the outstretched hand of the Statue of Freedom was visible.

"The storm is highly unusual, not simply because of its completely unforeseen nature," the reporter said, barely audible with the low volume that the café's sound system had been set to.

"The clouds appear to be blocking most electronic signals, more like a solar flare or magnetic interference than a common storm," the reporter continued, "As of right now, nearly all satellite communications from, or to Wayland are blocked. We have no way to tell just how much area this storm will cover, since any attempts by the CBA shuttle to relay it's observation to us would be jammed. Currently, however, we are waiting for the CBA news shuttle to return, having sent it into orbit to possibly observe the scale of this storm. We have yet to hear back from it, as well. Several reserve units of Macbeth Civil Protection stationed in Wayland have been deployed, to assist in policing and rescue needs that might arise during this time."

Fay's mouth was slightly open in nervous confusion, and when she looked around the café, she noticed that everyone else was watching the hologram. She looked down at the counter, seeing a small cup of coffee in front of her, and couldn't recall when the collie had brought it to her.

As the reporter continued to speak, Fay's attention was grabbed by a streaking yellow flash through the sky behind the reporter, like a falling star.

The reporter reacted with surprise and shock, gesturing out of the holocam's angle. Quickly, the holocam shifted in the direction that the falling star had shot to the ground, only succeeding in catching the briefest moment as the fiery projectile landed somewhere in the city with an eerily green flash of light. At the exact same time, Fay heard a distant, rumbling _boom_, and she realized with astonishment that the sound was not coming from the holoprojector's speaker system, but from outside. Whatever had just crashed into the ground, it had crashed in the same part of the city that Fay was in.

As she looked back to the hologram, the unease that she had felt before returning even stronger, she noticed the greyhound's words coming out garbled and interspersed with hisses of static. Behind the reporter, the sky began to pulsate with flashes of light, and with a sudden, bass humming sound that died as abruptly as it had started, the hologram flickered off along with all of the café's lights.

Several of the café patrons let out surprised screams as the lights died, Fay herself letting out a small gasp. Behind her she heard a loud, squeaking crash, and she whipped around, off of her barstool and looking across the café, out through the plate glass windows, and saw three skycars in the street, all three having suddenly dropped from their antigravity levitation onto the hard surface of the pavement. The drivers inside were either wearing looks of confusion or throwing fits of panic and rage.

From outside, Fay could hear faint screams and dozens of loud crashes, one after another after another, just like the sounds from a moment ago, but somehow even more horrible. Fay sprinted towards the door to see what was going on; reaching it before just under a dozen other patrons trying to leave did, throwing the door open and venturing outside. As she stepped out onto the sidewalk, she heard yet another loud crash, this one very close to her, and looked down the street in the direction of the sound.

A battered and twisted skycar lay amongst the rubble of a caved-in wall that it had plowed into, wisps of dust swirling through the air as people inside the building screamed and tried to escape, the people around fleeing from the crash site. Letting out a bewildered gasp, Fay looked up and down the street to find it strewn with wrecked, upturned and warped skycars, some lying in craters in the street, others just barely sticking out of the walls of the buildings that they'd crashed into as they plummeted from the airlanes hundreds of feet above. Staring at the skyscrapers of Wayland, Fay beheld every building in sight as dark and still. The holographic ads had vanished; even the foundry buildings had ceased belching smoke into the air. Fay looked at the Data Assistant on her wrist, finding it as dead as every other electronic device.

As crowds of people gathered on the sidewalk, just as confused and scared as she, Fay looked around and spotted a tall male ram with curling horns, wearing a navy blue and black Macbeth Civil Protection uniform, pads of body armor over his chest, legs and arms. Fay quickly moved through the crowd of shifting, babbling people, making her way to the ram in the uniform and tapping him on the shoulder.

The ram looked at her with golden brown eyes, his composure steady.

"What's happening?" Fay inquired, her voice shaking.

"I don't know," the ram admitted with a shake of his head, then, pointing to the clouds, "But it might have something to do with that."

Fay followed the ram's gesture, looking at the sky, watching as arcing bolts of lightning tore across the heavens, making little more than dull thumps of sound.

"There's no rain? No thunder?" Fay inquired, "What's that mean?"

"No power," the ram speculated, "For anything."

As the silent lightning split the sky, forbidding and terrible, Fay's heart thumped in her chest powerfully, her knees trembled with dread.

A great hissing noise sounded, and then another shooting star fell through the air, burning over the rooftops and towers before dropping out of sight. Less than a moment later, there was a flash of green light, and a loud _boom_ in the distance that shook the ground. Several people in the crowd screamed, and even more began to break away, down the street or into one of the buildings in the hopes of finding someplace safe from whatever was happening.

"What are we supposed to do?" Fay whispered to the ram quietly, clutching her Lylatian pendant in her hand.

"I don't know," the ram answered, "I can't get in contact with anyone; my comlink doesn't work. Even if it did, I doubt anyone else's does."

Fay shivered once more and closed her eyes, murmuring, "Oh God Lyla, Mother of the planets and the stars in the sky, protect and watch over me; as the hound watches over its pack."

Fay opened her eyes, feeling slightly better, finding the ram staring at her.

"So," the ram inquired awkwardly, "I guess you go to St. Lassie's or something?"

"Studying to be a priest," Fay answered with a nod and a nervous smile, "Are you a ram of faith?"

"I'm, er…agnostic," the ram said, somewhat warmly.

"Nobody's perfect," Fay came back, smiling lightly.

The small hint of a laugh escaped from the ram's nostrils, and he smiled in return.

"I'm Lance. Lance Cody," the ram said, extending his hand.

"Sure you don't have it backwards?" Fay croaked meekly, surprised that she was able to joke at a time like this.

"I hear that a lot," Lance answered.

"Fay Donahue," Fay introduced, taking the ram's hand and shaking it.

"So, Lance," Fay shuddered, eyes to the ominous sky, "What do you do when you get that feeling that something bad is happening?"

"I do what I have to," Lance told her, "What do you do?"

"I pray," Fay responded with another trembling smile.

"Let's see what helps more," Lance said, without the hostile tone that would've made the remark insulting as opposed to skeptical.

As the ram looked past her, Fay turned around and followed Lance's gaze, past the thinning crowd of people, down the empty street. Fay noticed more than a few people climbing out of some of the crashed skycars, which gave her some slight relief even though more cars had unmoving, lifeless figures inside them than drivers attempting to get out. She finally saw what Lance was looking at: a limping, trembling black rabbit in a Macbeth Civil Protection soldier's uniform and body armor.

Lance began to shove his way through the crowd, and Fay followed close behind, sparing a look back at her dorm building to see people beginning to file out, but something told her to stay with Lance. She followed him through the crowd, down the street and around the wrecked skycars littering the road, avoiding the temptation to look into the cockpits of each for fear of what she might see. Fay came up to Lance, who was staring into the rabbit's terrified face, his hands on his shoulders as the rabbit-soldier stuttered and hyperventilated. As Fay looked over the rabbit, she noticed that one of his arms was streaked with blood, the rest of his body covered in either dust or sweat.

"Just calm down," Lance said calmly, looking at the name and rank bars on the rabbit's uniform, "Corporal Wade."

The rabbit's eyes locked onto Lance at the mention of his name, his jaw shivering.

"Soldier," Lance rumbled firmly, "What's happened?"

"It wiped us out," the rabbit sobbed, "We—we never saw it coming."

Fay's eyes went wide with confusion and dread. Lance remained cool.

"What did?" Lance interrogated.

"It crashed in--into a warehouse a few blocks away from our unit," the corporal stuttered, "W—we were just on patrol w—when the storm gathered. The last thing they told us was to be p—prep—prepared in case we lost power or n—needed to help with em—mergency services. Then it hit the ground a few blocks away from us... and then it just started _killing_ everyone…"

Fay's blood ran cold, and she put a hand around her pendant.

"The meteor? Is that what crashed?" Lance demanded firmly.

"It wasn't a _meteor_," the corporal snarled, licking his lips as he continued to shake, "It was a _container_. A pod or a…missile or something."

"And this _pod_ killed everyone?" Lance asked.

"What came _out _of it…" the corporal hissed.

Lance blinked and looked over at Fay, who found herself unable to speak.

"It rolled over most of us like we were bugs…" the corporal whimpered, "…tore through walls like they were sandcastles. Then it picked up Johnson… and it _ripped him apart_."

Lance's jaw dropped a bit.

"I j—just managed to get away…" Corporal Wade stammered, "…but it was headed this way."

Fay stared at Lance and waited for him to say something, her muscles clenched tight with fear.

"We've got to go," Lance stated, taking his hands off of the corporal.

"What is it?" Fay squeaked.

"I don't know, but if it's headed this way, that means we head in the opposite direction," Lance growled, walking back up the street.

"Wait!" the corporal sobbed, "Take me with you…"

Lance rolled his eyes.

"We've got to!" Fay protested, "He's hurt!"

"I didn't say no!" Lance barked.

The ram let out a grumble, then ordered to the corporal, "Don't fall behind."

The rabbit nodded, his ears twitching. Both Fay and Corporal Wade followed behind Lance as he made his way up the street, winding through the wrecked skycars, some piled two or three on top of each other.

As they passed by her dormitory and the crowd of people gathered outside it, Fay saw Terrance standing among the masses. Looking at Lance walking down the sidewalk, Fay quickly approached the lynx and touched his arm.

"Terrance," Fay huffed.

"Fay…" Terrance gulped.

"You've got to get out of here, it's not safe here," Fay breathed, others around her hearing and looking at her.

"What's going on?" Terrance asked.

Fay's head shook, only air coming out of her mouth.  
"I…I don't know," Fay said, "It's just not safe here. You should come with us."

Terrance shook his head.

"My girlfriend goes to Wayland University," Terrance said, "I've gotta go see if she's alright."

Had she heard this barely twenty minutes earlier, Fay would've been disappointed.

"Then go get her," Fay instructed with a nod, "But be careful."

Terrance nodded and cocked a crooked smile. Fay began to walk off, then turned around and went back to Terrance.

"Don't go that way," Fay warned, pointing down the street where the corporal had come from.

"Okay, Fay," Terrance nodded softly.

Fay turned around and left him without a word, sprinting to catch back up with Lance and the corporal. She noticed more than a few people that had overheard her began to travel up the street in the same direction.

As Fay reached the two soldiers, Lance giving her a look, another falling star could be seen in the distance, shooting through the air before landing somewhere far across the city with a green flash and a faint rumbling impact. The corporal gave off a quiet sob at the sight of it.

"So, is there someplace we should be thinking about heading?" Fay inquired hesitantly, "I mean, other than away from…whatever?"

"Don't blow it out of proportion," Lance muttered softly.

"What?" Fay chirped.

Lance shot her a glare, putting a finger to his mouth and nodding his head in the direction of the corporal, who seemed lost in his own waking nightmare.

"We've just got what he _says_ happened," Lance murmured quietly, "We don't know how much of it is the truth."

Fay's brow furrowed, and she glanced over at the corporal before looking back at Lance.

"You don't believe him?" Fay whispered.

"Do you?" Lance uttered, "It's called 'shell shock'. You see something so horrible, so unexpected that you just switch off and go on autopilot until your brain can deal with what's going on again. All you really remember is bits and pieces. I'm pretty sure _something_ happened…but there's nothing chasing us."

Fay looked up the street as they continued to walk, and then back at Lance with a look of puzzlement.

"So why are we headed _this _way?" Fay inquired.

"Because a Civil Protection barracks is this way," Lance explained, "We can get him medical attention, and maybe we can talk to some other officers to tell us what's going on."

"Oh," Fay nodded; somewhat relieved that Lance seemed to know what he was doing.

"Can't have faith in everything," Lance smiled.

Fay's brow furrowed, and her nose wrinkled.

"What's _that_ supposed to mean?" Fay demanded.

"Nothing," Lance shrugged, "Never mind."

Fay kept looking at Lance as they walked the streets, the massive buildings that stretched above them all quiet, dark, and seemingly empty, while a constant traffic of confused, scared people wandered the sidewalks in all directions. As they crossed a street, Fay looked a block down to see a thin group of people rushing into an unmanned store, running out with arms full of whatever they could carry.

"Looters," Lance chuckled, "Turn off the power and everyone becomes a criminal."

"That's a very disdainful view of the world," Fay said with a frown.

"You call it disdain, I call it realistic. Potato, po-tah-to," Lance dismissed, "Truth is, if you take away all of those things that keep people happy, safe, or in line, they lose their morality like it's going out of style. Create enough hell and everyone becomes a devil."

Fay closed her eyes, shaking her head.

"I don't believe that," Fay said firmly.

"You might change your mind before the end of today," Lance smirked.

They kept traveling up the street, and soon the ends of Fay's long ears pricked upwards as she became aware of a peculiar sound. Lance seemed to hear it as well, glancing around the street with his golden brown eyes. Fay looked down and saw Lance's hand resting on the handle of a blaster pistol holstered on his right thigh.

As the corporal began to shiver and let out a series of short whimpers, Fay listened to the sound, trying to figure out what it was. It was like multiple sounds at once.

A constant series of whining, mechanical clicks, like a piece of running machinery. A dull, echoing crack, like stone being crushed. Light thumps, as if hundreds of fingers were drumming on the street somewhere. And the sounds of people, yelling.

Fay and Lance's pace slowed as the sounds became louder, more distinct. The whining, clicking noise was definitely a machine of some sort. They continued, cautiously, crossing another street littered with hundreds of fallen skycars, finding it almost completely devoid of life. Pressing on, further up the street, the sounds suddenly grew exponentially clearer. The thumpings were definitely the sounds of hundreds, perhaps thousands of running footsteps. It became obvious that the people were not yelling.

They were _screaming_.

The three of them stopped dead in their tracks, frozen for a moment.

"Turn around," Lance breathed, "Right now."

"Fine by me," Fay exhaled.

They did an about face, Lance grabbing the disoriented corporal by the wrist and leading him back. They trotted back down the street as the screams grew closer. It was no longer a single, unified sound, but the amalgamation of hundreds of individual voices, all crying out in mutual terror.

Fay looked back, seeing nothing, and tried to keep up as Lance moved into a light jog.

"Whatever's going on, don't stop," Lance ordered, "Just keep running until I say so."

Fay kept up as best she could, but saw the corporal falling more and more behind, cradling his mangled arm in agony.

"Keep up, soldier!" Lance roared, "Or you're on your own!"

"Come on!" Fay begged, looking back at the corporal, and then she saw them: Two blocks behind, they spilled out of the intersecting street, a mob of people hundreds strong, running from what Fay could hardly imagine. The running masses scattered, some running up the street, others running down in their direction, as a large shadow moved up the street from whence they came.

"Keep going!" Lance commanded, and Fay ran, the corporal trying to keep up. Even louder than the screams of the mob behind them was the mechanized whining, clicking sound from before. Now, Fay could hear a new sound, the rumble of a heavy engine, and the whirr of servomotors.

"LOOK! LOOK! WHAT DID I TELL YOU?!?!?" the corporal shrieked behind them.

Fay looked back instinctively, her heart stopped with hysteria at what she saw: A massive, hulking metal shape, at least three stories tall; a huge robotic torso mounted upon a pair of gargantuan tank treads. The whole thing, colored silver and rust red, had a pair of large, four-fingered metal hands and a squat, cone-shaped head from which a single large blue eye stared out.

"What the _fuck_?!" Lance yelled as he turned around and saw it, and all that Fay could do was stand there, breathless in awe as the sixty-meter giant turned and began to roll down the street towards them.

The humungous torso atop the treads moved without warning, bringing one of its arms back and swiping into one of the skyscrapers along the street. The droid's steel claws and great arms tore into the glass and durasteel of the building's side like it was nothing, tearing out an avalanche of debris that rained down onto the fleeing crowd, knocking several off of their feet, many of which were crushed under the droid's colossal treads, never to be seen again. The shock of the incident snapped Fay out of her stupor, and she turned and began to run down the street, with Lance following close behind her.

"WHAT DID I TELL YOU?!?!? THEY'LL KILL US ALL!!! THEY'LL KILL US ALL!!!" the corporal raved, taking off down the other street that they had crossed moments ago, and Fay couldn't even comprehend going after him.

"Just keep going!" Lance yelled, "Don't look back!"

A series of high-pitched blasts behind her caught Fay's attention and she disobeyed Lance, looking over her shoulder to see a group of three hulking grey bipedal masses marching around the giant droid, much smaller than it but still too large to be a person. The three battle droids raised large, multi-barreled cannons in their hands, bringing them to bear on the fleeing crowd, firing a salvo of rounds and cutting down dozens of fleeing civilians in a hail of green blaster fire.

"Come on!" Lance roared, grabbing her wrist and dragging her along for a few steps before she turned around and began to run in pace with him, "Don't let the others catch up to us!"

The screams of the fleeing mob grew higher in pitch, and Fay spared one last look back in horror, witnessing the blue eye atop the gigantic droid beginning to glow, then a whirring particle beam of white blue light leapt from the eye, sweeping across the street and slicing into the crowd, vaporizing all that it touched in a flurry of blue flames. Fay let out a scream of fright and tore down the street next to Lance, never wanting to look back again lest she see further, even more heinous carnage.

They approached an intersection of two streets, and Lance bolted around the corner, Fay following close behind. The street was mostly empty aside from a few scattered groups of people ahead on the street, among the littered trails of wrecked skycars. They sprinted up the street, their feet pounding into the ferroconcrete sidewalk, and Lance yanked his blaster pistol out of its holster. Drawing closer and closer to the transparisteel windows of an office building, Lance fired off a single shot into one of the transparent plates. A single blue laser bolt leapt out from the pistol's end and plowed through the transparisteel, shattering it.

"Inside!" Lance called, leaping through the open window frame. Fay jumped through, landing roughly and stumbled the first few steps into the abandoned, marble-floored lobby of the office building. Several fountains and hologram projectors, all deactivated, gave the lobby a ghostly air as they tore through the room, past the turbo-lifts, and up to a red metal door.

"Stairs," Lance exhaled, throwing the door open into a utilitarian concrete stairwell, then charging up the steps, "We have to get deep enough and high enough in this place to be safe from that thing out there. Don't stop until I say so."

Fay obeyed, rushing up the stairs behind him, ignoring the draining ache in her lungs from the exertion. They stamped up the concrete stairwell, only ever hearing the faintest traces of an explosion or a scream, none of which sounded close enough to be of concern at the moment. After reaching the fifth floor, Lance came to a stop, leaning against the door and breathing hard. Fay found it difficult to stand, panting for air as she stared down at the floor. After a moment, Lance's breathing slowed, and he opened the door to the fifth floor. Fay looked up, still sucking in air.

"We can stop. I think we're okay for now," Lance said hoarsely.

Fay nodded and walked up the last three steps, traveling through the door with Lance close behind her. They found themselves in a dark, wide-open floor, a maze of office cubicles and massive, non-functioning InterLink servers. To the side, the entire wall of the floor was made up of floor-to-ceiling windows that looked out over Wayland. Fay began to walk quietly towards the windows, only to have Lance hold his hand in front of her.

"Be careful," Lance growled.

Fay nodded and walked slowly up to the window, looking down at the streets. She could see, just barely two floors below them in height, the head of the giant droid as it rolled down the street, a wave of fleeing victims in front of it. As it continued up the street, leaving their building behind, Fay let out an overwhelmed whistle as she looked out over the rest of the city. Just barely, in the distance, Fay thought she could see in between the buildings glimpses of another giant robot driving its way down a boulevard. And further up, high in the sky, the brownish-grey clouds continued to roll and swirl, though the lightning had subsided. Fay exhaled, sadly, and tiredly sat down on the floor, overlooking the city with a pained expression.

"What's happening, Lance?" Fay asked meekly.

"Isn't it obvious?" Lance shrugged, poorly feigning indifference, "It's an invasion."

"From where?" Fay murmured.

"Venom," Lance growled, "Where else?"

Fay looked at Lance, trying to process it.

"Goddamn it," Lance hissed, "Everyone said this _wouldn't _happen. Corneria said it. Venom said it. We said it. But it was so _fucking_ obvious the whole time. We all knew those monkey bastards wouldn't be satisfied with that shithole Corneria gave them, and we still sat there with our thumbs up our asses while they were getting a blaster, charging it up and pressing it to our foreheads. And then we put a big fucking grin on our face and _believed _them when they promised not to pull the trigger. Well, ain't this the surprise of the fucking century?"

"Venom…did all _this_?" Fay lamented, gesturing to the sky.

"No, we're just the unluckiest planet in Lylat to get struck by a storm that knocks out our power on the exact same day of a planetary invasion," Lance snapped, "_Yes_! Venom did _all this_! And this is just the appetizer."

"What?" Fay respired.

"You think they were banking on conquering a planet with a few giant robots and scary clouds?" Lance demanded incredulously.

"I don't know _anything_ about this, Lance!" Fay exploded, "So how about you give the sarcasm a rest and tell me what else is coming?!"

Lance paused, breathed out and nodded, scratching his head between his horns and crouching down next to Fay.

Swallowing briefly and taking a breath, "However they did it; the storm was just to leave us blind and helpless. The clouds probably have some sort of chemical or something in them that prevents communications signals from getting through, or at least _our_ communications signals. That meant that we couldn't find out that this stuff was probably happening all over Macbeth, or put out a distress call to Corneria, because planetary and interstellar communications rely on satellites to work. The clouds also meant that we couldn't see any spaceship that might park itself in the upper atmosphere. But that wasn't enough. To leave us completely vulnerable, they needed to cut the power. That lightning was probably some sort of energy pulse that shorts out anything that relies on electricity. That's why the power's out everywhere, that's why your Data Assistant doesn't work, and that's why all of the skycars just dropped right out of the air. I'm guessing though it wasn't quite as powerful as they thought, because my blaster's still working, so there might still be some things that the pulse didn't affect, for whatever reason. Eventually, though, they had to turn it off or else they couldn't land a ship or anything to continue the invasion. That's probably why the lightning stopped."

Looking down, Fay quietly nodded.

"What about the shooting stars? The pods, or whatever," Fay asked.

"I'm guessing they were shielded, or else the droids inside would've been fried by whatever took out our power. That's more reason to be on the lookout for things that still worked, things that might've been accidentally shielded," Lance speculated, "I'm guessing that they couldn't send soldiers or anything delicate in the pods, because they wouldn't survive the impact. But they still needed something to come out, make sure that the power was all out, and begin the attack. As I said, though, this is probably just the beginning."

"What's next?" Fay asked.

"I'm guessing we've got a little bit of time. They might wait for the clouds to clear so that they can communicate with each other better. Or maybe they won't," Lance mused, "Either way, I'm guessing we'll see fighters, landing craft, and soldiers pretty soon. Probably some other things, too. I've never even _heard_ of anything like those big-ass droids out there, so I'd bet they've got some other stuff that we've never heard of, either."

Fay shivered, drawing her knees to her chest. Lance put a hand on her shoulder, and Fay let it stay there even though she would've shrugged it off in different circumstances.

"So what do we do?" Fay inquired next.

Lance sighed and glanced out the window, giving some thought to the idea. In the distance, Fay could just barely hear the sounds of more screaming, and she tried to tune them out.

"Same thing we'd do in the case of _any _major disaster. Evacuate," Lance proposed.

"Didn't you just say that anything electrical got fried by the storm? Doesn't a starship fall under that category?" Fay asked.

"Starships aren't like holoprojectors and skycars," Lance said, "They've got redundant circuits, thick hulls, components insulated against cosmic radiation. And if the electrical circuit was turned _off_ at the time of the pulse, there's a better chance that it survived. At least, I'm guessing. And if they're not, hey, at least we tried, and we go into Plan B."

"What's Plan B?" Fay groaned with a raised eyebrow.

"Let's talk about that when we get there," Lance said flatly.

"Fair enough," Fay shrugged hoarsely, "You're the ram with the plan. Where are we headed?"

"Our best bet is the freight depot on Horsell Common, it's the closest," Lance said, "One of the few regulations that the government actually _enforces_ on the corporations is to always have a spare, warp-capable freighter docked at every major shipping depot on Macbeth, in case there's an extreme shipping demand, or, in the case of an emergency, to transport supplies and refugees. I'd say this situation qualifies."

Fay smiled softly, and then nodded.

"Sounds like a plan," Fay answered.

"Alright," Lance said with a wave of his hand, "The catch is, there's probably more than a few other people that know about this. And other people are going to follow those people, which means a whole lot of people are going to be trying to get on this one extra freighter, and any other ones that might be in the city. So, we might have to fight, or at least deal with cramped conditions. That's assuming that the first people to find it don't just take off in it themselves. But I'm pretty sure that some CPs should be there trying to get everything under control."

"I can deal with cramped conditions, but I'm not going to fight another refugee for a chance to escape," Fay insisted, "It's selfish and it's not right."

"Er, okay. Whatever," Lance muttered dismissively as he rose to his feet, "We should probably go."

"Just a minute," Fay said, getting on her knees and gripping her pendant in her hand, closing her eyes.

"Is that _really_ necessary?" Lance inquired dryly.

"**Yes**," Fay replied in a forceful tone.

"Okay," Lance verbally shrugged.

"Oh God Lyla, please deliver us safely from the peril that we face. Guide us through this dark time, so that we may see your light," Fay murmured, then said loudly, "And take extra special care of Lance, even though he doesn't want it or deserve it. I'll probably end up needing him somewhere along the road. Armen."

"Cute," Lance intoned flatly, "Can we go now? There is a _war_ going on outside."

Releasing her pendant and getting to her feet, smoothing out her dress, now dirty and ripped at the bottom, Fay walked over to Lance as she scratched behind one of her long, shaggy ears.

"Yes," Fay replied in a saccharine tone, flashing a sarcastic grin of canine teeth, "Lead on."

Lance turned around and began walking down the stairs, Fay in tow, their footsteps scuffing and scraping down the ferroconcrete steps.

"Just to make something clear," Lance trailed off.

"Yeah?" Fay inquired.

"This may be hard to accept, but something might happen where it's going to be us or someone else," Lance explained, "You need to understand, that if that happens, we have to be prepared to shoot them if that's what it takes."

"I told you, I'm not fighting someone over a ride on that freighter," Fay reminded firmly.

"I'm not talking about that; I'm talking about something we don't have a _choice_ in," Lance said confidently, "This isn't the seminary anymore. This is the real world. It's like I said before, when the chips are down and the heat is on, every last creature in this universe cares about one thing: its own survival. People turn on each other, and suddenly the simplest things become a matter of life and death. Even if they don't mean any harm, it's still just as dangerous; a drowning person can pull you down with them, even though they just want to save themselves. For whatever reason, if it's a question of our survival or someone else's being compromised, it's not going to be ours. That may not be your philosophy of life, but it's mine, and if you're going to stick with me you're going to have to accept that."

Fay was silent for an instant, glancing down at Lance's holstered blaster pistol.

"I may not respect it or subscribe to it, but I do accept it," Fay eventually said in a hushed tone, continuing to follow the ram soldier-cop down the stairwell.

Reaching the bottom after a while, Lance opened the door for Fay, and she graciously walked through and back into the abandoned lobby room.

"So…" Lance trailed off, "What's your tale, princess?"

"What do you mean?" Fay looked back with a burned-out suggestion of a smile.

"I mean, why are you going to St. Lassies?" Lance shrugged, "Aside from the occasional 'Miss Holier-Than-Thou' moment, you seem to have a pretty good head on your shoulders. What're you doing trying to be a priest?"

Fay gave Lance a comically derisive look, her tongue in her cheek for just a moment as they approached the shattered window pane that they'd run through earlier.

"So, by your implication, most priests _don't_ have pretty good heads on their shoulders? I take it you don't have much respect for clergy?" Fay probed.

"Priests, politicians, business owners, they're all the same," Lance explained as they stepped out onto the street, "Just different jobs for people that think they're squeaky-clean and know better than everyone else."

"I _guess_ that's one way of looking at it, if you want to be a total pessimist," Fay responded, examining the grey wreckage of the street, noticing the lack of people everywhere and the pair of heavy, scraping trails left by the treads of the giant droid.

Just as Fay was about to say something, Lance interjected, "We can keep talking and all, but keep your eyes and ears open. If we see something, or if I say so, keep your mouth shut and your head down, okay?"

Fay nodded, and Lance waved his hand.

"The way I see it, priests are teachers," Fay shrugged, continuing, "They do _know_ more about the Tome and its teachings, and it's their job to spread that knowledge to others, and help people work out matters of faith."

"So that's why you want to be a priest?" Lance clarified, "To teach?"

"My father was a priest," Fay explained, "He helped a lot of people in our town. Inspired a lot of people, gave them hope, did a lot of good things. I can't really think of anything else in the universe I'd like to do more than be able to help people and give them hope. It's the most Lylatian thing you can do."

"So you're a preacher's daughter?" Lance remarked in a revelatory tone, "Should've guessed you were daddy's little girl, what with the bow and all."

Fay giggled just a bit as they traveled up the street, touching her bow and was amazed to find that it hadn't yet come undone. Up ahead, resting half on the pavement and half on the street was a discarded skycar, differentiated from all of the others around it by the crackling fire that burned in its open engine compartment. As Fay stared at it, she saw just out of the corner of her eye a small group of people on the other side of the street disappear around a corner.

"So how'd your mom feel about you becoming a canine of the cloth?" Lance presented, "Sounds like your dad had a pretty big influence on you. Did you and your mom not get along alright?"

"My mother died giving birth to me," Fay replied soberly.

"I'm sorry," Lance sympathized.

Fay shook it off with a nod and a shrug. They continued on in silence for a few moments, spying a group of perhaps twenty people huddled inside the shadows of a darkened, empty bank, hearing the echo of some far-off explosion.

"Did your father blame you for it?" Lance asked, "For what happened to your mother?"

"No," Fay retorted, feeling slighted, "He viewed it as a gift of God that I survived. He was devastated by it, but he always thought of it as Lyla calling my mother up because it was her time. God working in mysterious ways, that sort of thing. As much as he loved her, he was thankful for only losing one person instead of two."

"Oh," Lance nodded awkwardly.

After a few minutes of uncomfortable silence, wanting to change the subject, Fay asked, "What about you? Why are you a…corporal?"

"_Sergeant_, thank you very much," Lance corrected with a feigned air of snobbery.

"Whatever," Fay dismissed, "What made you join Civil Protection?"

Lance glanced up at the sky, still leaden and churning like boiling toxic sludge, thinking to himself.

"I can deal with people," Lance offered hesitantly, in a tone that suggested to Fay that he couldn't think of anything else to say, "I pretty much expect the worst from all of them, so it doesn't surprise me when I'm investigating a crime or raiding some smuggler's den and I see some pretty bad things. It actually helps, since most of the time I get to punish the evil I see. And I trust in the law. It's something concrete that I can depend on, and it's always there."

"Hmm," Fay mused, "You may not have faith in _God_, or people, Lance, but you do have faith in _something_. Perhaps there's hope for you yet."

"We'll see," Lance smiled grimly, looking back at her, "But what good is the law going to do when everything's falling apart around us?"

"That's why I have faith in God," Fay responded simply.

Lance didn't offer a reply.

They journeyed the next few blocks up the street in silence, seeing more and more fires in buildings, the wreckage of cars, and built out of garbage on the sidewalk. On the tall building above them, a huge hole perhaps two stories high had been bored, parts of the building's skeletal framework visible, and the suggestion of large claw-marks at the borders of the damage. Up ahead, on the perpendicular street, another pair of large, scraped tread marks was visible.

Discarded amongst the rubble and piles of skycars were perhaps hundreds of bodies, some crushed and lying in dark puddles of drying blood, others with scorched black holes in their backs, and grouped together were clusters of corpses that were little more than charred black skeletons with faint specters of smoke still wafting up from their bones. Fay let out a quiet, shuddering gasp of lament and dismay, staring down at the ground so that she wouldn't see anymore.

"It helps if you don't think of them as people," Lance suggested coldly.

"But then we forget why it's so awful," Fay swallowed, and Lance frowned.

"Where is everyone?" Fay inquired as they passed the wrecked street, not quite expecting an answer.

"They're probably spread out in other parts of the city; it's pretty big. I told you, they probably only sent a few pods down here, just enough to scout it out and start causing trouble," Lance guessed, "More than likely we're going to start seeing more coming down soon."

"No, I mean the _people_," Fay clarified with a shake of her head, "Where are all the people?"

"Oh," Lance remarked, understanding, "Hiding, I guess. The underground maglev tunnels would be pretty safe places, at least for now, and there are tons of buildings to choose from. If I didn't have a plan, I'd be hiding in a situation like this, so I'd wager that's what most are doing. Others might be on their way to the freight depot like us, or some other place that they might be able to get to a working starship. The ones that aren't in that grand majority that's hiding or trying to escape? I don't mean to be disrespectful, but they're probably dead, if not now then soon. These streets aren't safe, so unless you're trying to get to a safer place, like us, going outside is just taking an unnecessary risk."

Pressing on, Fay could see perhaps half a kilometer in the distance a large hill, where the street sloped up. At the very top of the hill, hidden amongst the buildings, she could just make out the vague outline of a huge, slab-like building made of stone, with a tall, branching antenna and a huge concave satellite dish mounted on the roof.

"That's Horsell Common," Lance instructed, "We're almost there."

"Wait," Fay suddenly urged, grabbing Lance's shoulder, "Do you hear something?"

They both stopped and listened, hearing, far off but growing closer, a series of mechanized, clattering whines. The spaniel and the ram looked at each other, realizing with dread that they had heard this sound before.

"Let's go, right now," Lance commanded, taking off at a light jog, Fay close behind.

"We don't know which way it's coming from!" Fay cried.

"Stay close to the buildings, they won't notice you as easy," Lance instructed, his boots slapping on the pavement, "Plus we can get cover in one of them if we need it."

Fay obeyed, running behind and keeping herself within arms-length of the buildings lining the street. They came at an intersection, and Fay looked down the other street, giving off a cry of alarm as she saw them. Less than six blocks down the avenue, a giant robot steamed in their direction on its caterpillar tracks, escorted by another trio of grey, three meter-tall battle droids armed with heavy multi-barreled plasma cannons.

"Run!" Lance barked, and Fay took off at a full sprint, giving off a scream of terror as the battle droids' guns spoke, a cacophony of high-pitched blasts that spewed green laser bolts all around her.

Fay squinted her eyes shut as the blaster fire whizzed amongst her, dashing forward and not wanting to see the moment that one of the blasts hit and killed her. Her booted foot stubbed itself on something, and she tripped forward, instinctively opening her eyes as Lance caught her and helped her steady herself. Fay looked over her shoulder and saw that she'd caught herself on the curb crossing the street, the skyscrapers lining the street giving them cover from the killer robots around the corner. By some miracle, she had made it across alive and without a scratch.

"I thought you were toast, you lucky bitch!" Lance cried with amazement, taking Fay's hand and pulling her along as he fled up the street. Fay stumbled along, still in a state of shock, and then felt the adrenaline rush to her head ebbing. She worked her legs once more, ignoring the fatigue in her muscles and the aching in her heels, focusing instead on the rush of wind and the flapping of her skirt on her furry white legs. Lance led her to the other side of their street, weaving amongst the littered trails of skycars and back onto the sidewalk, taking her up to the next block where there was yet another intersection.

"We'll cross over to the next street, then keep heading up to the depot," Lance informed her, "That way even if they try to follow us, they won't be right behind us."

Fay understood, struggling to maintain her speed while they turned the corner and followed the street for a block, only to turn left at the next corner and continue heading in the same direction they had before. Just as Fay began to notice that they were definitely on an incline, Lance slowed his pace, decreasing his speed into a progressive walk as he breathed audibly. Fay had to stop for a second, putting her hands on her knees and catching her breath before continuing on. They made their way up the sloping hill, following the incline of the streets, listening for telltale sounds of the giant droid behind them. After about five minutes of hearing the whining clicks of the droid's immense treads, the mechanized sounds faded away into the distance, not to be heard from again.

"Shouldn't be… much further…" Lance panted as they hiked up the hill.

Fay stuck her thumb up in a gesture of mocking enthusiasm. Slowly, the buildings began to thin out, and looking around, Fay could notice several other groups of people traveling up the hill in the same direction. The two of them reached the top of Horsell Common and beheld the disheartening sight of the depot: a teeming crowd of people that had gathered around the huge slate building, amongst its stacked piles of large storage capsules and fuel tanks, bottlenecking into the wide, open doors of one of the loading docks.

Fay saw people of all walks of life, children and elderly, rich and poor, canid, feline, reptile, avian, and all in between. As they silently walked past a female vulpine trying to comfort her tear-streaked, sobbing child, Fay was bewildered by the amount of children that she saw amongst the masses; dozens upon dozens of cubs, pups, kits and babies, from infant to adolescent, all with the same distraught, terrified and confused look in their wide eyes and quivering faces. Husbands cradled their wives, mouths twisted in scowls of bitter anger, mothers labored to comfort their children, and those without spouses, children or friends around them looked the most frightened and desperate of all.

"Guess we weren't the only ones to have this idea," Lance sighed, "But at least that means the freighter's probably functional. At least there's that."

"At least there's that," Fay echoed.

"Look!" someone cried in astonishment, and everyone looked out in the distance, over the expanses of the city of Wayland offered by their high vantage point. Far off, nearly across the city, they saw a giant robot rolling up one of Wayland's main streets, a wave of black dots, each representing a running fugitive, sweeping away in terror. The blue beam of light leapt from the eye of the giant droid, incinerating hundreds in the crowd, and it was at this moment, surveying the hell that Wayland had become, that they saw the first insect-like Venomian fighters dip from above the clouds and zoom over the skyline.

Many in the crowd gasped and cried out in terror as swarm after swarm of star fighters began to sail out of the dark clouds, buzzing over the rooftops or soaring along the path of the River Tyrell that flowed through the center of Wayland. In the most chilling image of all, another wing of Venomian ships appeared and flew above the Statue of Freedom before scattering and splitting up in different directions over the terrified city.

"It's started," Lance murmured to himself, and Fay's jaw fell open a bit as her heart beat heavily in her chest.

Across Wayland, a flock of fighters could be seen gathered into a v-formation, flying over the city and dropping glowing orange proton bombs from their underbellies that plunged to the ground below and detonated with thunderous cracks and billowing flashes of fire. The crowd grew ever thicker and more agitated, shoving and packing themselves closer and more cramped towards the bottleneck of the loading dock's doors.

People began screaming, yelling, shoving each other, fighting over closer space to the doors like starving wild animals over a scrap of food. Fay and Lance were carried along, and it was all that they could do to avoid being separated. High above, on the roof of the depot, a uniformed canine Civil Protection officer cupped his hands together and shouted something to the crowd below. He was much too far away and the other people yelling much too loudly to hear, but the message the officer had conveyed spread quickly throughout the crowd: "Too full."

Fay's heart sank, and she let out a rattling croak of defeat. Lance gritted his teeth, hissing profanities as those still outside screamed and flailed, still pushing their way into the depot.

"They're going to tear this place apart!" Lance yelled into Fay's ear, and even then she could barely hear over the pushing, roaring crowd, "We gotta leave!"

Fay took Lance's hand as he shoved his way through the crowd. Up ahead, a bulky male equine with foam at the corners of his mouth and tears of rage at the corners of his eyes gave off a bellow and shoved Lance hard in the chest, throwing the ram backwards into Fay. Fay fell back as Lance crumpled into her, falling against a female feline that was screaming and clawing at the elderly toad in front of her.

"Fucker…" Lance snarled, grabbing the handle of his blaster pistol and beginning to withdraw it.

"Lance, don't!" Fay begged, grabbing Lance's wrist, "Let's just get out of here."

He glared at her but still shoved the blaster back into the holster. She helped him back to his feet and they proceeded to make their way through the panicking riot, working their way carefully past the horse that had shoved Lance, then more and more through the sea of people until it began to get slightly thinner. As Fay ducked under the outstretched arm of another male ram, she caught a glimpse of the clouds out of the corner of her eye, noticing something unusual. She looked back again, allowing Lance to tow her through the crowd, and saw the brownish-grey clouds billowing and boiling more ferociously than ever before. Meanwhile, a titanic, abstract black shape could be seen moving like a shadow beyond the clouds, deforming them in a thick ripple like a tidal wave on an ocean.

"Something's happening!" Fay yelled as Lance pulled her through the final groups of people.

"What?!" Lance demanded, and Fay pointed to the sky. A worried expression formed on the ram's face.

"Come on," Lance ordered, grabbing Fay's hand and leading her along the outer edges of the mob, towards the depot, "We're going up to the roof."

They sprinted past the riot as much as they could, cutting through them carefully when they had to, until they reached the side of the building, where a stack of cargo pods hid a series of zigzagging steel grating stairs and platforms that eventually led to the roof of the depot. A heavy, computerized padlock now deactivated and jammed shut, held the door to the chain-link fence that surrounded the first series of steps closed. Lance yanked out his blaster pistol and pressed it to the padlock, firing off a laser blast that punched clear through the mechanism, which fell limply open.

The ram yanked the broken lock off of the door latch and threw the door open, and then proceeded to run up the steel stairs with Fay two steps behind. As they darted up the stairs and around the platforms, going higher and higher up the large building, Fay could see the edges of a huge hangar built at the back of the depot of durasteel and ferroconcrete. When they reached the point of two more flights of stairs separating them from the roof, a mechanical whining grind could be heard as the roof of the hangar split open and began to open up into the air.

"Let's go!" Lance shouted, and Fay tore up the stairs after him, reaching the last platform barely a half second after him. They climbed up onto the roof, their boots crunching on the gravel and traveling in the shadow of the depot's large satellite dish, as the doors clanked fully open. The dull rumble of heavy starship engines sounded, and a large, fat bronze-colored space freighter with three engines began to rise out of the hangar bay.

Their glance shifted from the hangar to the sky, where the shadow had shifted into a definite, dark shape behind the clouds, the ripple having become a boiling wave of fog that just barely cloaked the super massive object as it slowly descended. Whatever it was coming through the clouds, it had to be one of the largest moving things Fay had ever seen, as big as an entire district of Wayland. The freighter lifted fully out of the hangar bay, and the rioting crowd below could be heard to scream and fight in desperation even more intense than before. Its engines glowing yellowish white, the large brown ship began to blast its way slowly through the air, picking up speed.

Fay was moved with a sense of dominating hope, praying that the freighter would make it safely through the clouds and out of this hell, but the clouds around the shape in the sky suddenly broke apart, and an enormous, dark saucer-shaped craft, easily eight kilometers wide, emerged and began to float through the skies above the city. The town-sized flying disk, so large and terrible that it would've blocked out the sun had the clouds not already seen to that, drifted amazingly quick and without pause through the air until it blocked the exit of the freighter, hovering between the ship and any chance of freedom.

"Shit, they'll be _slaughtered_," Lance gasped.

"Oh, God," Fay trembled, clutching her pendant.

Then, out of nowhere, levitating over the River Tyrell came the slow approach of a huge white battle platform, a curving rectangular box almost a hundred meters in length with three large, swiveling turbolaser turrets at each end. Spotting the approaching hovercraft, a look of amazed disbelief crossed over Lance's face and he cried out, "That's the _Thunder Child_!"

"What is it?" Fay inquired.

"It's like a tank the size of a _stadium_," Lance remarked, "It must've survived the pulse!"

Her heart in her throat, Fay watched as the repulsorlift platform picked up pace, driving at full speed towards the waiting saucer. At the edge of the River Tyrell appeared the shape of a giant robot, its eye beginning to glow whitish blue with the charge of its weapon. Without even slowing down, a single turret on the _Thunder Child_'s rear spun around and fired a red laser blast, blowing the robot's head off. Fay and Lance let out a cheering roar, getting the attention of some of the crowd below, and now all eyes and hopes were on the _Thunder Child_'s valiant advance.

Above, the saucer-shaped craft seemed to have taken notice of the battle platform kilometers below, rotating around and without warning releasing a green particle beam from one of its edges. The beam seared through the ground, leaving a trail of explosions and fire as it traveled along the shore of the river, then sweeping over the water, visibly heating it to a boil. The beam suddenly reached the _Thunder Child_, the shields of the battle platform absorbing the particle beam in a hue of pale blue light.

The hovercraft sped on, raising all six of its turrets to the sky and firing with a series of echoing shots, pelting the undersides of the saucer with thick red laser blasts that impacted the huge black craft with fiery explosions, the echoes of which could be heard loud and clear from where they stood. The crowds below roared with exultation, and there was a rising feeling of warmth in Fay's bosom as she watched, captivated. A large chute opened on the saucer's underside, from which swarmed dozens of fighters like hornets from a nest. The fighters began to flit around the _Thunder Child_, pelting it with thin green laser fire, which was absorbed by the hovercraft's powerful shields.

Three turrets on the hovercraft began to track the star fighters circling around, blasting into the air and barely missing the first few shots only to strike gold on another, blowing a ship out of the sky. The other three turrets stayed concentrated on the saucer, firing turbolaser blast after turbolaser blast into the huge ship, the beams now being absorbed by the saucer's own newly-activated energy shields. As the _Thunder Child_ shot the last fighter out of the air, it once again raised all six of its turrets to the saucer, continuing its assault with renewed vigor.

The cracks and explosions of the turbolaser blasts against the saucer's shields carried throughout Wayland like the sounds of fireworks, filling the hearts of Fay and everyone else with the hope that the day could somehow still be won. The fighter hatch began to open once again on the saucer's bottom, however this time the _Thunder Child _rained a barrage of laser fire onto the hatch, concentrating firepower to the point that the lasers penetrated the shields and erupted with a direct hit on the hatch, which exploded and forced the saucer to withdraw the chute.

Suddenly, from overhead roared a group of four star fighters that looked nothing like the others Fay had seen; swift, angular craft colored red black and white, with an x-shaped arrangement of four bladelike wings and a horizontally split fuselage like the open mouth of a hungry beast. The quartet of star fighters screamed over the depot with a distinct, echoing roar like the terrified shriek of a dying monster, leaving trails of green engine fire in their wake. Fay's breath was taken away as she watched the fighters dive towards the _Thunder Child_, spitting dozens of rapid-fire red laser beams at the hovercraft that the shields harmlessly deflected.

The turrets of the _Thunder Child_ attempted to track the fast-moving interceptor craft in vain, all four of which pulled up into the air and curved overtop the saucer craft. As the fighters came back around the top side of the saucer, the lead ship of the star fighter team blasted ahead of the others in a burst of speed and green engine exhaust, nose pointed directly at the battle platform and diving fast. From the split fuselage of the fighter erupted a squat crimson cone that glowed hot red, then the ship pulled up hard, screaming into the sky. The cone impacted the _Thunder Child_, detonating in a supernova of bright blue orange light and deafening shockwaves of sound.

Fay had to turn away for a moment; the brightness of the explosion was so harsh. The explosion faded and Fay looked back at the scene, seeing the _Thunder Child_ still intact and hovering, but a column of smoke was billowing from its center, its shields now spent. Hovering above the repulsorcraft was the saucer, a large, stinger-like spindle now extending from its core, directly over the center of the battle platform. Fay, Lance and the crowd of gathered refugees watched in horror as the spindle glowed an eerie greenish blue, then without warning it fired a powerful beam of green energy into the valiant heart of the _Thunder Child_.

A massive explosion of light and sound left Fay, along with everyone else temporarily blinded, but when her vision cleared, she was able to see the last traces of the freighter escape through the blanket of dark clouds, hopefully carrying thousands of refugees to safety. On the ground below the saucer, all that remained of the _Thunder Child_ lay burning up in flames, along with the entire planet's only hope of salvation. The brownish clouds began to churn, followed by a shower of falling stars that streaked across the heavens more frequent than ever before, and there was nothing left to fight them.

Macbeth had fallen to Venom.

* * *

Wouldn't it SUCK if that was the _ending_? Though it would be kind of cool to end this story on a dark note like that, there's still more I'd like to tell, and I'm sure you don't want it to end right here, either. I could be wrong though. Leave me some praise and help me decide. Or just leave me some praise, period. God, StarFox stories are so fun!


	3. Where Is Your God?

AUTHOR'S NOTE: Well, after the extremities of last chapter, I'm sure we're all ready for something nice and light…not. This second part of Macbeth's invasion story gets much less ideas from HG Wells and more from real life, with the Nazi invasion and occupation of Kiev (and the Babi Yar mass killings) and Paris in World War II giving me a few points of inspiration. Also, don't be surprised to find more than a few Biblical references here; after all it is about religion. So, if you've got any idea of how dark WWII and some parts of the Bible are, you've probably got some inkling of the less explosive, more gothic horrors that will plague the city of Wayland before Fay and Lance's story is over.

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* * *

-**Where Is Your God?**-

The next day, Fay and Lance awoke on a different planet. Out the window, though the thick sepia-colored clouds had dissipated, in their place was a layer of dense, beige smog that drifted down from the sky to the ground, darkening the streets to the point that it was near impossible to see anything further than five hundred meters away. Though the sun was just barely visible as a vague, fiery red disc struggling to shine through the overcast, whatever dim light it was able to give the city of Wayland was surely blocked in most areas by the huge saucer-shaped craft that continued to hover still and silent, kilometers above the city.

After witnessing the crushing demise of the _Thunder Child_, a visibly-shaken Lance guided Fay away from the Horsell Common depot as the crowd of refugees that had been left behind began to ultimately scatter or take up camp within the large warehouse. Lance had initially considered staying at the depot like many other refugees, given the large amount of supplies probably in storage on the common. However, he eventually concluded that it was too large of a target, given its high ground location and being the origin point of the freighter that had escaped the Venomian forces. Thus, they wandered the city as darkness began to fall, coming across an abandoned hotel in which they traveled to the top floor and Lance blew open one of the rooms with his blaster. They had propped a sofa against the door in case anyone tried to get in as they slept. Eventually, the two were able to get some semblance of rest, with only their hopes (and Fay's prayers) that the hotel would not be struck by one of the Venomian drop-pods falling from orbit or by one of the seemingly random bombing runs that several squads of Venomian fighters unleashed on various sections of the city. Though the drop-pods and plasma bombs continued to fall all night, many times stirring them from an already restless sleep, both they and the hotel appeared to be intact by the time they awoke the next morning.

Fay was the first to rise; feeling disoriented at the surrounding room, and at first wondered vaguely if all of the horrible things of the previous day had been a dream. Looking out the window at the smog-choked, powerless cityscape of Wayland, an end of the saucer-craft visible at the edge of the window, Fay let out a shuddering exhale of sad acceptance. The wrinkled and slightly greasy feeling of her clothes after having slept in them, the warm, pasty feeling in her mouth of un-brushed teeth and the likely disheveled appearance of the bow on her head; things that would've annoyed and bothered her on a normal day, were less than irrelevant now. Perhaps it was because the present circumstances were about as far from a normal day as Fay cared to imagine.

She rolled over on her bed, glancing over to Lance's sleeping form on the other mattress across the room. The slightly twisted expression on his furred muzzle and on the brow between his horns conveyed a look of pain.

From what Fay had gathered, he'd taken the _Thunder Child_'s destruction much harder than she. As they'd fled Horsell Common last night, Fay had continuously asked what they were going to do after finding a place to rest, a question that the usually resourceful and collected Lance had been unable to answer. During the entire trip, he'd barely spoken to her, his jaw clenched shut and his golden eyes staring straight ahead.

Fay briefly wondered if Lance had pinned some hope on the _Thunder Child_ being able to single-handedly fight off the invading forces of Venom, restoring some semblance of order and victory to the ambushed city. Though she, too, had dared to pray that the battle platform would somehow be able to save them all, reflecting on the incident in the restless hours before sleep had led Fay to doubt that even the _Thunder Child_'s crew had any expectation of survival. It was only by a stroke of blind luck that the repulsorcraft withstood the 'pulse' that Lance theorized the Venomians had unleashed; and she doubted, just from the sheer immensity of the saucer, that its guns posed a serious threat to the massive assault ship. What seemed more likely to Fay was that the _Thunder Child_ knowingly faced certain destruction by charging the saucer craft, sacrificing itself in order to buy enough time for the thousands of refugees on the freighter to escape.

If her faith had been in the _Thunder Child_ itself, then she might've seen what happened last night as a demoralizing defeat.

But from a standpoint of faith in what the _Thunder Child_'s actions _stood_ for, selfless courage and sacrifice in the face of impossible odds, amongst the highest of virtues in the Lylatian Tome, last night's events represented something different.

Rather than being a disheartening loss, she saw the battle platform's actions as a stirring case of martyrdom, a victory bought at a cost the combatants were prepared to accept. Perceiving what good did occur from the battle as an act influenced by the divine, Fay was able to extract a small sense of hope from amongst the grief, and it gave her a measure of peace.

Lance stirred on the bed, his booted feet and uniformed legs stretching out as his eyes slid open.

Fay gave a quiet, crooked smile, to which Lance gave a small nod.

"How long have you been awake?" Lance asked halfheartedly.

"Like five minutes or so," Fay shrugged.

"What time is it?" Lance said.

"As if there was a working clock that could tell me? As if it would matter?" Fay presented, "It's morning."

"I guess you have a point," Lance acknowledged dismally.

"So, what do we do now, oh wise one?" Fay questioned, trying to be flirtatious to offset the mood, "I'm guessing we're into Plan B now?"

Lance's eyes stared downwards, unblinking, and he remained unresponsive.

"Lance," Fay said, concerned, "You alright?"

Lance flickered back to life with a blink of his eyes, and he shook his head slightly, frowning just a bit.

"Yeah," Lance answered reservedly, swallowing, "I'll be fine."

"You sure?" Fay probed jokingly, "Just remember, _I'm _the preacher's daughter, _you're_ the cop. If anyone's going to be losing their cool, it needs to be me; or we're in _trouble_."

"I'm fine," Lance confirmed with a cordial smile. As he looked at her, his face caught in the dim sunlight coming through the window, Fay felt just the slightest spark between the two of them.

_He is _awfully _cute_, Fay suddenly thought, and she went wide-eyed with wonder at just where the hell that might've come from.

"So," Fay blurted out, saying a mental prayer that she wasn't blushing, "What's our next move?"

Swallowing again, Lance glanced off to the side for a moment in thought, then came back with, "Well, first we're going to want to go up to the roof and see if we can get an idea where the Venomians are, and then _not _go there. Then, we find food, maybe try to find a working glow rod and some power cells, a map of the city and some blankets, and then we find a safer place to hide."

"We're not trying to get to a starship anymore?" Fay inquired.

"I don't think so," Lance replied with a shake of his head, "The more time that passes the more invasion and occupation forces are going to arrive. They don't need the element of surprise anymore, so they're probably going to park a fleet of ships up in orbit to blockade the planet, especially if the freighter from last night actually made it far enough to warp-drive its ass to Fortuna or Corneria."

"You don't think they did?" Fay asked.

"Things happen," Lance shrugged.

She briefly wondered if Lance would've been more optimistic if they'd actually made it onto the freighter or if the _Thunder Child _had survived, but she chose not to press the issue.

"So, what if we _do_ come across a working ship?" Fay asked instead, "Are we just going to leave it there?"

"In the _highly_ unlikely event that that happens," Lance stated doubtfully, "No. We'll decide what to do then if we actually get that lucky. Otherwise, we look for supplies and a place to camp out for a little bit."

"And we're just going to ride this whole planetary invasion thing out?" Fay challenged dryly.

"_No_," Lance corrected in an irritated tone, "Eventually, we're going to try to get out of the city. This is the capital, so right now there's a giant LAND HERE sign painted on it, for the whole Venomian Army. We make our way to the countryside, where they've got no reason to bomb it or anything. After that, we go our separate ways, and _then_ we ride this whole invasion thing out."

"Okay. Sounds like a plan," Fay agreed.

Lance raised an eyebrow, as if he was going to say something else, but then decided against it.

"Alright, then, lets see what we can see," Lance said, getting off of the bed and stretching a bit. They awkwardly moved the sofa away from the door, pulling the door open and exiting into the hallway. Aside from the dim light coming through a window at the end of the hall, the corridor was completely dark due to the glow panels being disabled by yesterday's pulse. Lance led Fay down the hallway to the stairwell door, pushing it open and venturing up the ferroconcrete staircase to the roof access. Lance attempted to push the door's crash bar open, only to hear the door's deadbolt thump against the metal frame.

"How many times am I going to have to do this?" Lance sighed, and Fay smiled humorously as Lance withdrew his blaster pistol.

He pressed the edge of the blaster into the locking mechanism, turning his head away and pulling the trigger.

The blaster let off a sizzling pop as it fired, the door swinging open with a smoking hole in its side. Lance holstered the pistol and walked out onto the roof of the hotel, Fay following close behind.

The morning air was colder than it should've been for the season, well under twenty degrees Celsius. Fay hugged herself for warmth as they walked over the gravel to the edge of the roof, to survey the new landscape of Wayland. The smog rendered their view of the farthest parts of the city little more than ghostly outlines, however they had some impression of at least the surrounding kilometer's worth of city. To the west, an entire section of cityscape was almost universal rubble, turned into a large, open clearing by one of last night's bombing runs. In the center of a street to the north of the hotel, just barely within visual range, a huge, seed-shaped drop pod the size of a four-story building laid broken open and nestled within its impact crater. They could see the movements of a giant robot to the south, stalking slowly down the thoroughfares, patrolling the area for victims. Fay looked back towards the center of the city and Horsell Common, just barely able to make out the large satellite dish of the depot they'd tried to escape from. Even further in the distance, visible just because of its sheer size was the saucer craft, the crimson sun partially obscured by its mass.

"Why is that thing still here?" Fay inquired, facing away from Lance, "We don't have any ships or vehicles. We don't have anything that can take it down. It's not like they really need it anymore to use against us."

"Psychological effect," Lance shrugged from behind her, "It scares people. Every time you look up you see a great big reminder of how quickly we got our asses handed to us."

"Is that _so_?" Fay asked.

"Are you trying to say it _doesn't_ scare the shit out of you?" Lance quipped.

"Good point," Fay ceded grimly.

As she continued to scan the surrounding city, she let out a brief exhale at the emptied, vacant streets and broken, dark buildings. Hardly twenty four hours ago, it had been all so different.

"Oh…_shit_…" Lance moaned.

Fay worriedly turned back around, seeing Lance partially obscured behind a large cooler unit, staring out over the city. She walked over to Lance's side, behind the cooler unit, and exhaled in worried awe. Half a kilometer away, just barely obscured by the smog, a group of five large, sleek three-engine landing craft lay inactive on a six block area of the city leveled by bombing runs. The landers had a very plain, practical appearance to them, resembling giant tombstones with cockpits at the front and engines at the back. From the ramp of one of the landers, a pair of light hover tanks was being slowly unloaded, while a squadron of soldiers clad in maroon and black uniforms marched down from another. Among the landing craft was a small, hastily-built prefabricated building, around which several small figures could be seen working. All around the area, dozens of armed soldiers could be seen standing guard.

"It's an occupation force…" Lance remarked in an anxious tone, "Right next door to us."

Fay's palm drifted unconsciously to her Lylatian pendant, fondling it without thinking rather than saying any sort of mental prayer.

Lance's bottom jaw quivered a bit, and he looked down to the ground directly below the hotel's roof. Fay looked at him with concern.

She nearly put a hand on his back to comfort him, when Lance cut her off by saying, "We…we should go now. If we see them, stay out of their way. Try to avoid them and get supplies. St--stick to the plan."

Fay nodded in agreement, even though Lance couldn't see her face.

He turned and led her back to the stairwell, and they proceeded to journey down the poorly-lit pathways of the hotel towards the ground floor. In the darkness, holding onto Lance's hand as he guided her, Fay could not help but notice the sound of his breathing. Quiet and just barely detectable was Lance's shuddering, stuttering breaths, betraying the steadiness of his hand on her paw. Something seemed to be different about Lance, but Fay couldn't quite place it, probably because she'd known him less than a day. Continuing quietly down the halls, Fay decided to break the silence, inquiring, "What store are we looking for?"

"One that hasn't been looted yet," Lance grunted bluntly.

Fay gave off an enervated humph and a smirk, partially glad that at least Lance's sarcasm remained intact.

"Hey," Lance chuckled cynically, "Remember what I said yesterday, when we saw those people looting? Turn off the power and everyone becomes a criminal? Here we are."

"This isn't really the same," Fay rationalized, "We're going to take things to survive; it's not really stealing."

"Go ahead and tell yourself that, princess," Lance replied with indifference, the darkness obscuring his face and magnifying the coldness of the statement.

Fay did her best to shrug it off as they began to emerge from the depths of the hotel into the abandoned lobby, but she still couldn't help the discomforting feeling that Lance's remark had planted in her head.

The lobby's only light was whatever dim beams that shone through the glass doors and windows, throwing stark, contrasting shadows over the corporatized lavishness of the room. Through the glass, the grey sidewalks and trails of wrecked skycars that had dropped from the air yesterday were covered in a thin layer of ashy dust.

They walked towards the doors of the hotel, intent on exit, when Lance, up ahead of her, gasped and suddenly shoved Fay backwards. Fay let out a cry of alarm as Lance yanked her around a sofa in the lobby. Just before she went completely behind the sofa, Fay saw shadows on the windows out of the corner of her eye.

Fay was about to inquire what was going on, until being urgently hushed by a growling hiss from Lance as he drew his blaster pistol.

Fay peeked under the sofa, seeing the feet of a small group of people outside the hotel, facing the windows.

"Fuck, I think they've seen us," Lance whispered with anxiety.

Fay started to shiver uncontrollably, letting out a tiny whimper of fear.

"I saw someone in here, guys…" a voice from outside remarked.

Fay grabbed her pendant and closed her eyes, mentally begging, _Oh God Lyla, Mother of the planets and the stars in the sky, protect and watch over me; as the hound watches over its pack_.

The glass doors of the hotel were forced open with a reluctant grinding, and a figure stepped into the lobby. Lance gripped the handle of his blaster tightly, his jaw clenched shut.

"Hello?" the voice called out to the lobby.

Fay tried to keep her breathing as quiet as she could, but it was nearly impossible as the footsteps kept getting closer and closer to them both. Her grip on her pendant was so tight that the points of the six wings were digging into the pads of her paws. For some reason, she remembered the child's prayer that her father had taught her when she was little: _As I lay down for the night, I pray that Lyla will keep me tight. If I should die before the day, I pray to Lyla with Her I'll stay_.

The last sentence of the prayer kept echoing in Fay's head maddeningly and with terrifying resonance.

"Fuck this, they're not taking me like that," Lance growled.

"What?" the voice remarked, having heard.

A split second later, Lance sprung to his feet and fired the blaster with bellowing war yell, the blue laser beam exploding from the blaster's end and flashing across the room.

"WOAH!!!" the voice cried with alarm, and there was a sudden thump as the owner hit the floor.

Fay put her hands over her ears and continued to pray, just barely hearing as the voice yelled, "Cool it, pal!!"

Lance's eyes softened for a bit, his teeth still gritted but his face now filled with confusion.

"I'm on _your _side!" the voice professed.

Lance's expression lessened in intensity, and his pistol lowered just a bit. Fay's shaggy white ears perked in confusion, and she sat up, peering over the edge of the couch as a figure in the shadows got up from the floor and walked towards them. From the depths emerged a male German Shepherd in a Macbeth Civil Protection officer's uniform practically identical to Lance's.

Fay let out a ragged sigh of relief and dismay, putting her hand over her heart as it began to slow.

"Kind of jumpy, aren't you, pal?" the German Shepherd remarked breathlessly, "I _thought_ I saw another uniform."

Lance's guard was still up; however he slowly holstered his blaster.

"Corporal Jack Wells. I was in Precinct 13," said the canine, extending a paw.

"Sergeant Lance Cody. 16th," Lance replied, shaking the canine's hand.

"_Ohh,_ sarge, huh? Well, kudos," Wells smirked, giving a casual salute, "Not that it really matters anymore, right?"

There was the briefest twitch of a frown on Lance's face, and Fay noticed a sort of somber look in his golden eyes, as if Wells' remark had struck some sort of nerve. But at the exact moment that Lance's nonresponsive silence began to feel uncomfortable, he replied aloofly, "I guess not."

"And you are?" Corporal Wells inquired, looking over to Fay and flashing a classy grin of canine teeth.

"Fay…Donahue," Fay replied, offering her paw.

"Pleased to meet you, Fay," Wells responded warmly, shaking Fay's hand with tenderness.

"Alright, what's going on here, corporal?" Lance demanded as Wells looked back at him.

Lance glanced over Wells' shoulder, and Fay followed his gaze outside to a group of Civil Protection officers and civilians outside.

"A few civvies, some other CPs and I are trying to do all that we can to help," Wells explained, "We're working to help get people out of the city, stocking up weapons to try and resist those bastards out there, and a few of us over in the Brandenburg district are looking for the Chancellor and the Executive Council. If you guys need someplace safe or if you want to help, you're welcome to join us."

An astonished look crept over Fay's muzzle. In spite of the dark circumstances, it made her feel more hopeful and secure to know that there were not only other good people still around, but ones willing to do something as well. Perhaps not all was lost.

"You've got working blasters and supplies?" Lance interrogated.

"Central Precinct had an underground storage facility filled with all sorts of stuff. We're guessing that the thickness of the 'concrete shielded it from the blackout. There were some comlinks, blasters, food, medical supplies, all sorts of stuff. They even had some replacement parts that they used to repair one of the patrol spinners we had. Marshal Fang was flying around in it all night trying to organize all of the CP barracks that he could. Pretty much each precinct has blasters, supplies and a comlink now, and we're using them to organize our movements," Wells instructed.

"Marshal Fang's taken charge?" Lance said with elated disbelief, "We're going to resist?"

"Of course we are, Sarge," Wells remarked, "Just because those monkey bastards gave us one hell of a sucker-punch last night, it doesn't mean we're just going to roll over."

"Thank God," Fay beamed, shivering but hopeful.

"Yeah," Lance nodded, agreeing in essence if not in verbatim.

"So, do you guys want to come with us?" Wells posited.

"Roger that, let's get the hell out of here!" Lance nodded enthusiastically.

The wavering, confounded despondence that Fay had detected in Lance seemed to have vanished, replaced instead by a level of confidence, committal and (dare she say it?) hope that Fay hadn't previously seen in the ram. The cynicism in his voice and face was still there without a doubt, but the curved smile on his lips and the gleam in his golden eyes belied the disdain that Lance emanated. A smirk appeared on Wells' face and his brow rose.

"Are you sure your girlfriend here is alright with that?" Wells asked of Lance, beckoning towards Fay.

Lance's face contorted in objection as Fay scoffed incredulously. They both reeled, taken aback.

"I am _not _his_--_"

"She is _not _my--"

"GIRLFRIEND!" Fay and Lance protested in unison.

"Okay, okay," Wells remarked, holding up his hands, "Alright, sheesh. Don't wig out _too _much. So she's just your friend then."

If Fay hadn't been looking right at Wells, she might not have noticed the pleased look on his face as he said the last sentence.

"I don't even _know_ her, we just sort of wound up together," Lance growled.

"It's not like we'd get along or be together if all hell _wasn't_ breaking loose," Fay added, feeling like she needed to say it out loud to remind both herself and the two soldier-cops.

"Alright, I believe you, that's cool," Wells clarified, chuckling, "What I mean is, does Fay feel comfortable coming with us?"

Lance looked caught off guard, and then gave off a small half-frown. He looked over at Fay and said, "Are you in? If you really don't want to go with them, it's your choice. I can always try to get you a way out of here on our own and then meet up with them later."

Fay didn't see Wells rolling his eyes; instead she was caught off guard by the sincerity in Lance's voice. If she didn't want to go, Lance was actually going to make sure she was safe rather than abandoning her, even though Fay was sure that Lance wanted nothing more than to join his fellow CPs. Those last words that she'd said, implying that she wouldn't be around Lance unless she had to, grew more and more hollow by the second.

"I'm in," Fay pledged.

Lance smiled, and again Fay felt the vaguest tingle of a connection between the two of them.

"Alright, then, let's head out," Wells instructed, cocking his head and pointed ears towards the doors. He led them out the doors and amongst the group of six Civil Protection officers and four civilians waiting outside, the CP units all armed with holstered, functioning blaster pistols. Wells introduced them all and they began walking down the cracked, dusty streets through the cold haze of smog. Wells bade them to hang near the back, and he soon joined them in taking up the rear of the group. As they walked down the eerily quiet streets amongst the towering, darkened buildings, the canine leaned over and began to whisper in the ram's ear. Curious, Fay listened as best she could.

"Look, sarge, I respect your rank and all, but right now things are a little nuts. We're working with whoever we have, since a lot of regular officers, corporals, sergeants, etcetera are still missing because of the blackout and the bombing runs. So, for right now, since you're just getting into this, you might just have to listen to me for a while instead of pulling rank," Wells whispered to Lance.

"I understand, corporal. I'm not going to be a dick in the middle of all this," Lance nodded calmly.

"Well good," Wells nodded, "I didn't know how you were going to take that. Now that we've got that out of the way, though, I thought I'd ask: You're going to fight them with us, aren't you?"

"I'm not a deserter!" Lance hissed.

"I wasn't saying that" Wells defended, "It's just…we don't think that all of the people we're missing are _dead_. Some of them are probably just separated, like you were, some might be injured and incapacitated. And others are probably AWOL…we think they might've just left when they got the chance."

"Goddamn cowards…" Lance growled in disgust.

"I'm just saying that I wouldn't really blame you if you wanted to…" Wells said, "The last time something like this happened was so long ago, everyone old enough to _remember_ is dead. The only combat most of us have seen is riot control or pirate raids, if that. No one really knows how to handle this, so a few are just cutting and running."

"That's not _me_," Lance rumbled, "I'm not going to run away and do _nothing_ while they turn this place into a hellhole. I swore an oath to protect and uphold the law, because I believe it _works_. It still does."

"Well, great," Wells remarked, "After that speech, I'm guessing you're going to stay here and help us resist after we get your lady friend out of the city."

"Yeah, that's the plan," Lance nodded.

"Good," Wells remarked nervously, "Because there _is_ something we've got to do, first."

"What?" Lance inquired.

Wells frowned briefly, and then looked back at Fay. She tried to pretend that she hadn't been eavesdropping on their conversation, staring straight ahead at the other CPs and civilians up ahead.

"Look, we only really ran into you guys by _chance_," Wells explained, "We've known about the landing zone in this area since they started touching down and unloading here last night. We've set up a sort of hideout in a building close to it, while we get everything ready for the first shot at hitting back at them. That's where we're headed."

"What do you mean?" Lance inquired.

"We can't go back right now;" Wells said, "We've all got a job to do, so you're just going to have to stick with us while we take care of this, then we'll take you back to Precinct 13 and work on getting you out to the countryside using the regional maglev tunnels, okay?"

"What are you guys 'taking care of'?" Lance asked.

"Precinct 13 had a storage facility of their own," Wells explicated, "It wasn't as underground as Central's, so a bunch of our stuff got fried by the blackout. But we _were_ able to salvage some comlinks and some seismic charges that we confiscated from a gunrunner a while ago. The thing about that landing zone that the Venomians made for themselves is that it's right on top of one of the maglev tunnels. We've wired the seismic charges to one of the comlinks and spent all night attaching them to the top of the tunnel, right under that occupation force."

A smile formed on Lance's face.

"We're headed there right now to set off one of the biggest booby traps in history," Wells nodded in response to Lance's expression.

Fay breathed outward, not sure whether to feel happy or instead just accepting. It was a sin to kill in the Lylatian Tome. Many people believed that there were exceptions; that in certain occasions killing could be right. Fay's views were complicated by the dark history of the Lylatian Church, which had excused its past violent and oppressive activities in the name of God. Fay believed that it was a sin for a reason. There was always another way around killing someone, and violence only bred more violence in response.

But at the same time, she had to admit that the Venomian Army's actions yesterday had been appalling, and that they would likely do much worse if they were not stopped soon. Fay came to the decision that if killing was to be done, it would have to be someone else that did it. She was not going to kill anyone, regardless of whatever ends it would serve, because it would still be a sin in the eyes of the ultimate end. But she certainly wasn't going to get in the way of someone killing people that would probably kill her.

"What about the other landing zones? There have to be dozens just like it all over the city," Lance whispered.

"There's probably _thousands_ all over Macbeth," Wells said, "We don't know for sure. But it'll set an example."

"And if they retaliate against us?" Lance posed.

"The harder they squeeze, the more we'll slip through their fingers," Wells replied.

Lance nodded in agreement.

They kept walking up the quiet street, only once spotting a group of people in the distance, which fled before they got close enough to ask if they needed help. Wells looked back at Fay, staring at her chest for a few moments, to the point where Fay began to feel insulted and violated.

"Nice pendant," Wells suddenly remarked, and Fay understood.

"A—are you a dog of faith?" Fay inquired tentatively.

"I guess you could say that. It helps me through some difficult situations. Guides me when I'm unsure," Wells said.

"I'm…well, I _was_… studying to be a priest," Fay informed him.

"I can't _remember_ the last time I went to church," Wells sighed, "But still, that's good. If you've got faith in something strong like that, you're probably better off than the rest of us. Why do you say you 'were' studying? Are you not anymore?"

"Well, with all this happening…" Fay replied, gesturing to the wrecked skycars and buildings all around them, "Who knows what's going to happen?"

"Don't be so unsure," Wells shrugged, "If there's one thing that being a Lylatian is good for, it's reinforcing the belief that, somehow, everything's going to work out in the end. Don't worry about the how; God'll take care of that, remember?"

She smiled in acceptance, and Corporal Wells gave her a wink. Fay's smile deepened and she tried not to blush.

They approached a five-story building, two stories higher than most of the buildings around the area. Past the building, down the street, the other structures grew in states of damage until the furthest buildings were completely leveled into dust. Beyond that, they could make out the shadows of the landing craft that they'd seen from the hotel roof.

"Alright, Barney, you've got the remote?" Wells questioned a tall, white-furred equine in a Civil Protection uniform.

"Aye," Barney replied, holding up a small comlink with electrical tape around the bottom half.

"Good, get down there and get to work. When we're ready, I'll send Gordon down there and the two of you can have the honors," Wells directed.

The horse nodded and sprinted across the street, down a block to the recessed stairwell of a maglev tunnel entrance.

"Let's go," Wells instructed of them, and they all entered the building. It was an old, small residential building made of brick and masonry. The section of Wayland that they were in was one of the many dilapidated slums that dotted the various areas of Macbeth's capitol. The whole group traveled up the stairwell, eventually reaching the top floor. The top floor was comprised of a hallway that divided the floors only rooms. At the end of the corridor was a door that led to the roof access. They flooded into one of the rooms, a large, open loft area that had once been a game room for the apartment building, however instead of holo-chess, WarGames consoles or holoprojectors, the room was filled with ancient dartboards, pool tables and sofas, anachronistic relics that were the only things within the poor building's price range.

Strewn about the room were dozens of metal cases stamped with serial numbers and the words PROPERTY OF MACBETH CIVIL PROTECTION, CENTRAL PRECINCT, WAYLAND. The group gathered around the windows, which offered a perfect view of the landing zone outside. Fay peeked through the windows, seeing the groups of Venomian soldiers much clearer than before.

Dozens of different species made up the Venomian Army, however most were reptiles or primates. Fay spotted a wolf and several rodents as well. They all wore the same maroon uniforms, with blood-colored body armor over their chests, legs and arms. Black combat boots were on all of their feet, and featureless black helmets with visors that completely obscured their faces were worn by every soldier. In each of their hands, they carried semiautomatic blaster rifles.

"Alright, guys, tell me if you spot any of those huge-ass droids anywhere. Otherwise, start packing up. We're going to want to leave here after we get done, they're probably not going to be happy with us," Wells ordered.

Many in the group moved around the room, sorting through the various supplies around the crates and packing them up. Wells tapped Fay on the shoulder, and she turned around.

"Here," Wells said, handing her a glow rod, "A gift. These get pretty valuable at night."

"Thanks," Fay smiled, clipping the glow rod to her belt.

Behind Wells, she could see Lance picking up a bottle of Rey Leo whiskey left on one of the pool tables, pocketing the bottle. Fay dismissed the action.

"Okay, Gordon, start heading down. Tell Barney to light 'em up," Wells ordered.

A red-plumed avian grunted affirmatively, then left the room and ventured down the stairs.

"In about ten minutes, those bastards are going to get the biggest surprise of their lives," Wells smirked.

They spent the next six minutes in quiet anticipation, their eyes glued to the windows, waiting for something to happen. It was then that, just faintly and under the realm of detection, Fay heard a familiar clicking whine sound.

As the sound grew louder, she turned to face Lance, who was glancing in every direction out the window.

"Shit, there's a droid out there somewhere. One of the big ones," a member of the group said worriedly.

The whining clicks grew louder. Still, they could see nothing out the windows except for the Venomian soldiers and their landing craft, still working and patrolling in obliviousness.

"Alex, check the laundry room, see if you can see anything out the window," Wells ordered.

A short amphibian wordlessly rushed into the room across the hall.

"I don't see it!" the frog yelled back to them.

"Where the hell is it?!" Wells snapped.

Still, the whining clicks grew louder and louder. Beneath Fay's feet, the floor began to shake just slightly. Under the sounds of the approaching caterpillar treads, Fay could now hear the heavy engine's dull rumble and the servomotor's high-pitched whirr.

"It's right-on-fucking top of us!" someone yelled.

"Be cool!" Wells shouted down.

By now, the floor was shaking visibly. Dust was being softly shaken loose from the brick walls.

They all kept looking out the window for some sign of where the frightful machine could possibly be, breathing raggedly and shivering in fear as a group.

Out of nowhere, a humungous, cracking blast drowned out the sounds of the droid's approach as the ground below two of the landing craft outside erupted in a cloud of dust and fire. The building shook, the glass of the windows shattered, and everyone was knocked to the floor by the immense shockwaves of the blast. Fay hit the floor, stunned and half-deaf, pieces of broken glass sprinkled all over her body and the floor around her. A groaning whine and a crash could be heard as one of the landing craft tipped over onto its side from the blast. Another had fallen halfway into the huge trench dug by the seismic charges when they'd blown the top of the maglev tunnels out.

As the ringing in Fay's ears began to subside, she heard several distressed cries of horror, surprise and pain in the distance. Outside the window, dust obscured any view of the landing zone and whatever damage that might've been done.

Fay picked herself up, spotting Lance slouched against the wall next to the doorway out of the room. She got to her feet and rushed over to him, around the supine bodies of all the other stunned, disoriented people. Fay crouched down and put a paw on Lance's shoulder as he gritted his teeth in discomfort.

"Are you hurt?" Fay asked, distressed.

"I'll be fine," Lance growled, trying to get up.

Fay helped Lance to his feet as the other people in the group began to rise themselves. The very second that Fay remembered the whining clicks of the approaching giant droid was the moment that they stopped, and the room suddenly grew much darker than before. Someone let out a gasping scream, and Fay looked back to the windows.

Dominating the broken window frames, blocking out just about everything else was the tranquil, sinister shape of the upper half of a giant robot, peering into the building at them with its huge blue eye. Fay's heart stopped, her gaze fixed on the giant metal terror looking in at them indifferently. In the foreground, across the room with the others, Corporal Wells got to his feet, staring the giant mecha down.

"Run," Lance whispered.

The next few moments happened in slow motion for Fay.

The giant robot outside shifted, and the brick wall at the side of the room deformed and collapsed as a huge, four-fingered metal hand the size of a skycar tore through it like a fork through a slice of cake. The floor and the walls of the room rippled and disintegrated with practically no resistance at all, stone crumbling away into chunks and metal deforming as the massive claw swept through the room with an ear-splitting crashing sound that Fay could _feel_ in her bones. Corporal Wells and almost every one of the group that they'd followed into the building crumpled like ragdolls and tumbled through the air across the room the moment the claw struck them. One of the pool tables flipped through the air, its wood splintering as the pool cues lain upon it were scattered into space like twigs. Everything that the claw had touched, the pool table, the pieces of flooring, the chunks of wall, Corporal Jack Wells and everyone else all smacked roughly into the opposite wall, barely even having time to come to rest before the titanic hand crashed into them and the wall, slamming into it without even stopping.

Time sped up as the claw plowed through the bricks, taking much of the debris and people with it, leaving a crunching, bellowing crash. Fay and Lance threw themselves against the wall in horror, beholding that half of the room was simply _gone_; floor, walls, roof and all. Below, the floor was warped and jagged and suddenly dropped off into a room on the next floor down. Above, the smoggy beige sky shown through as the giant robot began to twist back around.

Lance grabbed Fay's hand and dragged her through the doorway. Her last glance of the demolished room was a large splash of red on the remaining half of one of the walls; all that remained of Corporal Wells.

They flew down the steps, not thinking or feeling anything from what they just seen, running fully on autopilot, adrenaline and the instinct taking completely over. Above them, servomotors whined and another crashing was heard. The building shook and cracked, nearly knocking them off of their feet as they flew down the stairs. The whole building went past them in a blur, before Fay knew it they were sprinting out of the front doorway and onto the street. Less than ten meters from them were the huge treads of the giant robot, which was still tearing the building apart, fully occupied. Lance dragged her past the robot, through the streets towards the maglev tunnel entrance that the CP officer had gone into to detonate the charges. All around the streets, amongst the skycar wreckage was scattered debris and the unmoving bodies of several people from their group. Fay didn't have the time or the focus to look around for Wells, instead keeping up as Lance towed her down the stairwell and into the black recesses of the maglev station.

They slowed, out of breath, and broke off, stumbling through the darkness until they both encountered a wall, which they promptly slid down in exhaustion, collapsing into a slouch.

Gradually, the crashes and whining of machinery faded away, and they both sat there in darkness and silence, shaking with trauma.

Without warning, Fay suddenly burst into tears, letting out muffled, terrified sobs as she put her head in her hands. Her entire body trembled and heaved, her face stinging as she clenched it in agony, tears rolling down her muzzle and soaking her white fur.

They were all dead, just gone, in the blink of an eye, for no reason what so ever. It could've just as easily been her as it had been them, but it hadn't, she'd lived to watch them fly across the room like they were nothing. Wells had been living, breathing, smiling, flirting, and then he'd suddenly been destroyed like he didn't matter at all, just like all of the other people in that room and all the other thousands all over the city and the millions all over the planet that had already died and were going to die because of this war that Fay couldn't understand. It was all senseless, indifferent and easy, and it had happened right in front of her and almost taken her too, and now here she was in the dark and alone and Lance wouldn't even comfort her and tell her that it was okay even though she knew it wasn't.

Fay's sobs turned to screams, and she wailed into the darkness until her throat felt raw, her shrieks echoing through the depths. She eventually found herself drained of the energy to cry, her throat sore and her stomach tight, her eyes puffy and stinging. She sat on the floor, somewhere between sobbing and heaving, until she didn't have the ability to do that anymore, and she just stayed on the floor in the shadows, her emotional reservoir drained of its contents.

She dragged her knees up to her chest, hugging them as she breathed in and out in ragged, trembling breaths. Fay looked over to Lance, whose outline she could just barely see, staring down, his jaw quaking, his breaths coming out as wheezes.

Fay sat looking at Lance's shocked, speechless form, wanting to say something but her mouth too dry to vocalize anything.

"I—it all hap—pened so f—fast…" Lance stammered quietly.

Fay swallowed in sad trepidation.

"We're done for…" Lance murmured, "We—we're finished… aren't we?"

Fay's lip quivered, and she rested a paw on Lance's knee, the other wrapped around her pendant.

"Oh God Lyla, eternal rest grant unto them, the souls of your faithful departed. May they and all the children of your pack be welcomed into your loving arms, amongst your perpetual light," Fay whispered, "Please deliver us safely through this peril that we face. Guide us through this dark time, so that we may see your light. Though I walk through the hall of shadows and death, I shall fear no darkness, for thou art with me. Armen."

Lance let out a hissing, incredulous scoff as she finished her prayer. She expected him to say something, but he didn't.

Fay found herself surprisingly calmed, her tears drying on her face. She then remembered the glow rod that Wells had given her, and she unclipped it from the belt around her dress, pressing the button on the handle. The diodes inside the glow rod lit up, projecting a bright beam of light out from the end. Fay shined the light onto the wall near Lance, illuminating his face. The ram's golden eyes had a haunted, dejected look in them. Whatever she'd seen back at the hotel when they'd first run into Wells, it was gone now, replaced by an unstable hollowness that she had never seen in anyone before.

Lance's eyes closed softly, and he reached into his pocket and pulled out the bottle of whiskey that he'd taken. He opened his eyes and unscrewed the bottle, taking a large swig of the liquor and grimacing before taking it away from his lips and staring off into the distance.

"I'll be fine," Lance whispered, even though Fay hadn't asked.

He offered her the bottle, which Fay refused with a nervous shake of her head. Lance smiled grimly, then screwed the cap back on and stashed the bottle in his pocket.

He stared back at her emptily, silent and unresponsive for a few minutes. Fay stared back with concern.

"We should go," Lance groaned, gently taking the glow rod from Fay's hands, shining it out across the room. The beam of light exposed the empty maglev station, white tiles and columns with small kiosks and turnstiles and flights of stairs and escalators leading down to the various tunnels. Lance got to his feet, walking over to the turnstiles and peering over at the different escalators. There were three different escalators, all inactive but leading in different directions, with signs above each that read 'BLUE LINE', 'RED LINE' and 'PURPLE LINE'.

"The purple line leads towards the landing zone," Lance reasoned hoarsely, "It's probably the one that got blown up, so let's not go that way. The blue line leads to the center of the city. Maybe we can find Central Precinct, and some other CPs, that way."

Without telling her to follow him, Lance stepped over the turnstile and began walking towards the escalator.

Fay got to her feet and followed after, climbing over the turnstile and quickly catching up to Lance.

As they walked down the dark, empty escalator that was now a staircase, Fay inquired hesitantly, "What's the plan, now?"

"I don't…_know_ right now, Fay," Lance breathed in an exhausted tone, "Let's just…let's just walk a bit, okay?"

There was a pleading, desperate look in his eyes, like a frightened child. Fay decided to just go on, and nodded. Lance turned and continued to venture down the escalators, disembarking on the platform and walking up to the edge, where the bare, smooth maglev tracks lay below.

Lance hopped down into the track area, waiting for Fay to join him. Fay carefully dropped down into the smooth trench, and gazed down the dark, endless tunnel ahead, which the glow rod offered little ability in penetrating. They began a quiet, eerie walk through the dark, with only their little beam of light to guide them through the hall of shadows.

Their footsteps echoing around the abyss of the tunnel, Fay stayed close to Lance, trying to keep the thought of the massive cockroaches that infested the maglev tunnels out of her head.

"Why is this happening, Lance?" Fay suddenly inquired, desperate to hear another voice amongst the smothering darkness.

"Hey, it's not _your_ fault," Lance growled, "Maybe this is just God's way of punishing all the faithless little shits like _me_."

"Don't talk like that, you know what I mean," Fay replied in frustration, "Why are they doing this? What did we have, what did we do to them, to make them do all of this to us?"

"Oh, you want to play the blame game, huh?" Lance sneered, "Everyone's got a theory for why it was going to happen sooner or later. Let's see, there's speciesism; we've got more resources; they've got a shitty planet; they want to 'free all of the oppressed people of Lylat'; they want to 'make Lylat _their_ Lylat'; or, they just want to rule the galaxy. Pick a card, any card."

Fay tried to brush off the acid, hostile tone in Lance's words, but she found it hard to stop his demeanor from going right to her heart and bringing it down with him.

"You wanna know what Ithink? I don't think they really _have_ a reason," Lance snapped, "You know, maybe they're just _dicks_! Total dicks led by an even _bigger_ dick named Andross who's decided that the meaning of it all is to kill everything!"

His words were sharp as razorblades, even though none of them were explicitly directed towards her.

"You don't have to be like that, Lance," Fay growled, shaking her head, "I just wanted to know why--"

"I DON'T KNOW!" Lance roared, whipping around to face her, "I don't know, I don't know, I don't **know**!!!"

Fay took a step back away from him, and he turned away and kept walking.

"I don't know anymore…" Lance murmured, his undertones echoing through the tunnel.

Fay stood there in the darkness, unable to move for a moment as the glow rod's beam and the figure behind it got farther and farther away from her. She swallowed hard, touching her pendant and mentally praying that Lance would truly be alright, then carefully walked after him through the darkness and shadows. As she got in close, she heard the sloshing of liquid and a gulping sound, and she realized that Lance had taken another swig from the whiskey bottle. Fay shivered, closed her eyes and continued on down the tunnel.

It went on this way for a while. They traveled down the dark, cavernous path, wordless to each other. Every so often, they would pass the empty platform of a train stop on the blue line, however Lance would always continue walking without pause, so Fay proceeded to follow. Occasionally, they would hear a dull, abstract thump or a buzzing rumble from above, but the source of such sounds could not be determined. More often than not, they would hear the distressed hissing sounds of several cockroaches that would see the light of the glow rod and skitter panicked into a crevice or hole before they reached them. The smells of the tunnel stayed the same, the vague odor of industrial metal and cleaning products intermingled with the occasional rotting garbage. Other than this, however, their journey was silent, dark, and devoid of stimulus.

Fay couldn't be sure how long it was, though she had a feeling that at least an hour had passed on their journey through the maglev tunnels before a new, distinctive smell reached her nose. It was the smell of burning tinder. As they pressed on, Fay noticed smoke particles caught in the glow rod's beam, and her eyes began to hurt as smoke flowed into her eyes.

"We might have to turn back; if there's a fire in one of these tunnels, it's likely eating up all of the air and giving out carbon monoxide that's getting trapped in the tunnel," Lance mentioned, but kept going, "Let's see what's going on first, and then we'll make a decision."

They walked down the tunnel, into the smoke that stung their eyes and made it hard to breathe. Just as Fay lapsed into a serious coughing fit, they rounded a broad corner in the tunnel and saw some ten meters away a crackling fire made out of various pieces of wood and paper. A lone, long-eared figure was sitting down next to the fire.

"We should see if he's okay, shouldn't we?" Fay whispered.

"Yeah," Lance admitted reluctantly, "Yeah, we should."

They waded through the smoke, holding their hands over their mouths in an effort to shield themselves somewhat from the smoke and fumes from the fire.

As they approached, the figure next to the fire started and looked up at them.

"Stop! Who are you?!" the figure, a rabbit, demanded.

"We're friends," Fay said.

"There are no 'friends' anymore," the rabbit growled.

Lance stared at the rabbit and his navy blue and black uniform.

"Shit, it's the corporal from yesterday!" Lance remarked.

Fay's eyes lit up, and she coughed, forgetting about the smoke as she breathed in.

Indeed, it was the black-furred rabbit from the day before, the one that had frantically warned them about the first drop-pod and what had come out of it. Fay couldn't recall his name, remembering the rabbit only as the corporal. His arm still looked badly injured (it didn't look as if it had been treated), and he was considerably scruffier and dirtier than yesterday, but it was the corporal nonetheless.

"Hey, it's _you_," the corporal mused, slurring his words slightly, "The nice lady and the tough cop!"

"We thought the battle droids had gotten you," Fay remarked.

"I thought the monsters had gotten _you,_" the corporal returned.

"What're you doing down here?" Lance inquired.

"It's the safest possible place," the corporal shrugged, "Everyone was running _away_ from the monsters. I went right underneath 'em, where they won't look for me. I've got everything I need. I'm warm, there's a water main…somewhere…around here…and my food… presents itself."

As the corporal finished his sentence, Fay heard the hissing of one of the cockroaches in the tunnel, and tried not to imagine what the corporal meant by food 'presenting itself' down here.

"Soldier, that fire's eating up your oxygen and the tunnel is trapping all of the smoke and fumes in here," Lance growled, irritated, "It's a wonder you're not _dead_."

"You've got your way, I've got mine," was the corporal's shrugging reply.

"You should come with us. We're headed…" Fay trailed off, looking at Lance but receiving no answer, "To the surface."

"If you want to die, that's your prerogative," the corporal shrugged again, "Me? I'm staying right _here_. I've got a plan."

"And what would _that _be?" Lance inquired skeptically.

"There's no more living on the surface," the corporal replied, "That game's over. Soon the monsters are going to be rounding people up, killing 'em systematically. People livin' on the _surface_, anyway."

Lance and Fay looked at each other oddly.

"We're going to build a WHOLE new world!" the corporal cried, his eyes to the tunnels ceiling, "We'll build a whole new Macbeth underground!"

Fay and Lance stepped back awkwardly.

"We'll build schools and workshops and factories, all underground!" the corporal proclaimed, "We'll raise kids and teach 'em science, so we can get everything _working_ again! Maybe one day we'll build our own monster! Learn how to make 'em our selves, and then it'll be _our _turn to do some wiping out! BAM! We're on top _again_! Can't you see it?!?!"

Fay and Lance's faces formed worried, dismayed expressions, and the smoke became somehow thicker, the shadows from the fire playing more intensely off of the corporal's face.

"It's civilization! Starting over again, from the beginning! All we have to do is _build_ it! We just have to build it! And then everything will be right again!!" the corporal cried, tears streaming from his eyes as a mad grin leapt across his face.

The corporal gave off a huge laugh, then started to sob, "Then everything will be right again…everything will be right again…."

"We should go…" Fay whispered, listless.

"Yeah, let's go," Lance nodded.

They turned and continued on, leaving the corporal, who sat, rocking back and forth, repeating his line over and over again. He didn't seem to notice that they'd left.

They hurried down the tunnel, through the smoke until they could no longer see the fire's glow behind them or smell the choking odor of smoke.

They slowed, continuing their pace from before, with Lance in front, leading the way with his light.

Fay broke the silence by saying, "He's going to die there like that, isn't he?"

"Yes, he is," Lance growled without a touch of emotion.

"There was no way we could've helped him, was there?" Fay inquired.

"No, there wasn't," Lance answered, his voice at a bass, guttural tone, "If he wasn't already nuts from what he saw up on the surface, then the carbon monoxide from the fire did the rest. He wouldn't have come with us willingly. If we'd forced him to, he probably would've gotten violent."

"Only God can help people like that," Fay whispered, "I guess that's what you'd call a lost cause."

"Wake up and smell the ashes, Fay," Lance huffed, gravelly but soft, "We're _all_ lost causes."

Fay didn't have a rebuttal. Lance took another swig of whiskey with a sloshing of liquid and a grimacing gulp. Fay touched her pendant, disturbed. They continued on down the tunnel.

Perhaps another half hour passed uneventfully, and they came to an empty platform station. Up ahead by about thirty meters was a large white maglev train, sitting motionless on the electromagnetic tracks. Though the bedrock above had likely shielded the train from the pulse, allowing its emergency brakes to safely engage, the train was still immobile without the city's power grid to energize the electromagnets that would levitate and propel the train over the tracks. Thus, aside from a difficult-to-reach maintenance path, further travel down the tunnel was blocked.

"I guess this is where we get off," Lance muttered.

He walked to the side, sliding the glow rod up onto the surface of the platform, then climbing up onto the platform himself. Lance looked over at Fay, wordlessly extending a hand. Fay took Lance's hand and allowed him to help her up onto the platform. As soon as she caught her balance, Lance let go and picked up the glow rod, continuing into the station without waiting for her. Fay straightened herself and began to follow behind, noticing that Lance had stopped at the platform's exit, near a set of escalators.

"Fuck…" Lance breathed.

Fay came up behind Lance and followed his gaze into the escalator room, her eyes growing wide with dismay.

At the foot of the escalators lay a group of dead bodies strewn about in various supine positions. They were members of all species, and though most looked to be around younger adult age, Fay could see the body of someone much younger, around his preteen years. All of them had scorched black holes in their backs, their faces contorted into expressions of horror and pain. Surrounding the bodies were various pieces of luggage that they'd dropped as they fell.

"They were trying to get away," Fay uttered, "They were just running away, and they _shot_ them…"

"Brace yourself; you're probably going to see more of this and worse," Lance droned hoarsely.

"Can we go back in the tunnel, then?" Fay pleaded, "We can take the maintenance walkway."

Lance looked around, spotting a directory poster on the wall. Normally, the maglev layout map would be shown around in holographic displays; however a hard paper copy was always posted up on the walls of every maglev station, in case the holodisplays became damaged or nonfunctional. He shone the light of the glow rod onto the poster, examining the map for a moment.

"We're around center city," Lance explained monotonously, "The Brandenburg district isn't far from here. Central Precinct and the Yutani Memorial Bridge are pretty close to here, too. This is where we should find more CPs, maybe even some military units. Hell, if we get lucky, we might run into the Chancellor and the Republican Guard. If there's any order left in Wayland, it's up there."

The way Lance said it, it sounded to Fay like he was pinning his final hope on there being some order left in the city. She prayed that he would not be disappointed, but underneath her mental prayers, Fay felt the sense of uneasy dread that she'd experienced prior to many of yesterday's disasters. She didn't know why, but something told her that among the things waiting to be found on the streets above, law and order was not one of them.

Fay didn't know how to convey this to Lance, who was already walking up the escalator without her, indifferent to whether or not she came with him. Going against nearly every instinct in her heart, Fay decided not to dissuade Lance from going to the surface, and instead jogged up the deactivated escalator behind him.

Later in life, Fay would look back on that moment with particular regret, as the exact instant that she could've averted what would soon occur, and failed.

Reaching the top of the escalator, Lance swept the beam of the glow rod through the air above him, revealing the sweeping cathedral-like ceiling of the terminus.

Far across the room, beyond the waiting benches, kiosks and turnstiles, they could see the bland sunlight shining dully onto the stairwell leading up to the streets. Even from the depths of the maglev station, they could hear the echoing calls of a voice, enunciating a monotonous command over and over again through a powerful loudspeaker. The acoustics of the station garbled the voice's commands into a series of droning, inarticulate honks.

Lance turned off the glow rod, passing it back to Fay, who clipped it to her belt once more. He led her slowly through the shadows of the station, glancing from side to side in search of an enemy that was nowhere to be found. Even though the terminus was empty, Lance still drew his blaster pistol, keeping it at the ready and aimed towards the ground.

They strode past the rest benches of the station, lined up like pews, through the menagerie of kiosks and up to the turnstiles and fencing near the front of the station. Lance stopped and listened, for now the sounds of the loudspeaker's voice could be heard clearly.

"All Macbeth Civil Protection officers and soldiers of the Republican Guard are advised to surrender. The Chancellor and Executive Council of Macbeth is advised to surrender," a dull, primate voice echoed throughout the city, "All canines, felines, leporids, and avians in the center city district of Wayland must report to InGen Plaza before sunset today for processing. They are to bring with them documents, money, valuables, as well as warm clothes. Any canines, felines, leporids or avians not carrying out this instruction and who are found elsewhere will be shot. Any civilian caught stealing abandoned property or disobeying soldiers will be shot. All lupines need not report for processing. All Macbeth Civil Protection officers…"

The loudspeaker voice kept repeating the order in the same flavorless loop, echoing loudly amongst the buildings.

"_Processing_?" Fay inquired.

"I don't know," Lance growled, "Maybe they're going to resettle them in labor camps. In all of their propaganda, the Venomians talk about how dogs, cats, birds and rabbits are the enemies of the 'oppressed races of Lylat'."

"What're they going to do if they come across us?" Fay whimpered.

"Just stay close to me. I won't let anything bad happen," Lance assured her.

She gave off a nervous half-smile in affirmation.

Lance stepped over the turnstiles, Fay tagging along close behind. They made their way to the stairs leading up to the streets, seeing a pair of heavy, vaguely cross-shaped ballistic shields planted into the ground at the top of the stairs, with lengths of old razor wire woven between the two.

"Looks like they didn't want anyone hiding down in the maglev," Fay remarked.

Lance carefully walked up the stairs and examined the shields, inching his face up to the razor wire.

"We've got shields like this for raids and stuff," Lance explained, carefully inching his arm through the razor wire until his hand touched the back of the shield.

"Careful," Fay warned, not sure what Lance was doing.

"Same basic design. Blaster-proof, projectile-proof, explosive-resistant, lightweight, and… collapsible," Lance trailed off, clicking a button on the back of the shield.

Suddenly, the four cross-like 'arms' slid into the center of the shield with a sliding of metal, clattering to the ground as Lance yanked his hand back to avoid getting caught in the razor wire.

Lance looked back down the stairs at Fay, cocking his head and horns in the direction of the streets. Fay traveled up the stairs, carefully stepping over the razor wire and onto the sidewalk, as Lance followed.

Fay looked up to the new surroundings, the familiar center city district of Wayland, considerably different from the last time she'd seen it. The tallest skyscrapers in the city loomed overhead, some stretching just over two kilometers high, with hundreds of floors worth of ferroconcrete, durasteel and transparisteel. Just above them was the Wolfram and Hart foundry building, one of Wayland's largest skyscraper factories, with dozens of smoke stacks, antennas and catwalks around its upper levels like the bastions of an ancient castle. Stretching just over the street, high above was the outstretched hand of the 200-meter tall Statue of Freedom. Aside from these familiar features, center city was almost completely different.

The piles of fallen skycars were much denser, piled high into the middle of the street. Down the street, Fay could see a huge, massed heap of wrecked skycars, as if they'd all been bulldozed out of the way. The familiar beige-cream colored smog appeared to have thinned out somewhat, however it was still substantially thicker than the worst pollutant haze Wayland had ever experienced before. Fay couldn't see the sun, either because it was blocked out by the tall, dead buildings all around them or blocked out by the immense saucer craft that was visible just over and in between several of the buildings far ahead of them. Aside from themselves, there was no one on the street; in fact the only other movement that they could see was a fire blazing on the upper floors of one of the skyscrapers around them, sending thick clouds of smoke out through the broken windows. Except for the constant, repetitive orders of the loudspeaker to surrender and report for processing, there was no sound. The entire city all around them seemed totally devoid of life.

"Central Precinct is across the Yutani Bridge," Lance muttered, "This way."

They ventured up the street, traveling along the dusty sidewalk.

Fay absentmindedly looked into the window of the building next to her, seeing a dim department store with dozens of high-end fashions, jewelry and beauty products. Most of the items in the store had been taken by looters, but the few that remained were sad, useless reminders of another time; one that had ended less than twenty-four hours ago.

Her focus shifted from the things behind the window, instead locking on her own reflection in the glass.

The red bow in Fay's hair was tousled to the point that it didn't even resemble a bow anymore, her pale taupe dress was ripped up the skirt, and her snow-white fur had been grayed by soot, dirt, and dust. The female spaniel looking back at her was not the same one from yesterday morning. There was much more fear and confusion in her blue eyes, but there was also a gentle resoluteness in her face that hadn't been there before, either.

She glanced over to Lance's reflection, examining his profile.

The ram's mouth was expressionless, his golden eyes hollow and desperate. After slowly but steadily nursing the whiskey bottle for what might've been two hours in the tunnels, Lance didn't look intoxicated, which Fay was thankful for. His steps were somewhat less steady than usual, though, and his face was dulled just a bit. She prayed that he wouldn't drink anymore.

As they came to an intersection between their street and another, Fay instinctively looked both ways, and suddenly halted, disturbed. Lance did the same, following her gaze, and froze as well. Down the street to their left, stretching six blocks until reaching a dead end at the bank of the River Tyrell, the road was covered in clothes. Though it had been cleared of skycars, the street itself appeared to be paved from side to side with clothes for five blocks down. To say that the road was littered with discarded garments didn't capture the point. The street was coated with the stacked, piled outfits and belongings of hundreds, maybe thousands of people, so many that they blanketed every inch of pavement and sidewalk. Hundreds upon thousands of shoes, boots, shirts, pants, jackets, skirts, undergarments and coats of every size and color, too many to count, were laid out in a fashion that was almost systematic, organized in a way that it drew instant attention. It was as if thousands of people had all gathered in the street, undressed, put their clothes in a relatively neat pile, and then vanished without a trace.

They stood on the street corner, staring at the vast field of deserted garments and outfits, breathing waveringly in nearly-frightened puzzlement.

"Lance…" Fay breathed, "What is this?"

Lance stared at the piles upon piles of clothes, his golden eyes wide as his mind raced.

"I don't know," Lance murmured.

Just under the reverberating calls of the loudspeaker's voice, they could hear orders being barked in the distance, up the street ahead of them.

The uneasy dread in her gut was stronger than ever, telling her despite her confusion that there was something terrible going on, something horrible and inconceivable that could not be understood, grasped or explained.

"Lance…" Fay begged, shuddering, "Let's leave. Let's get away from here, right _now_."

"Don't you want to find out what's going on?" Lance demanded.

"There are some things better left unknown and unseen," Fay quivered, "I have a feeling that this might be one of them."

"Oh, is that a Tome quote?" Lance mocked.

"You may not believe in God, but you believe in instinct," Fay shot back in a fast, neurotic tone, "Whether instinct is a gift from God or a gift from nature, we were meant to use it. And my instincts are telling me that there is something very _wrong_ here. We should _go_."

"I guess that's the difference between you and me, then," Lance snarled, "Your little superstition makes you _afraid _of the truth. I don't have that problem. You do what you want,"

Lance coldly turned away and cautiously treaded across the street, in the direction of the voices barking orders. Fay stood there at the corner, shaking with fear, the fur on her neck standing on end. She couldn't be sure what she was more afraid of, whatever it was that might be going on or being alone. There was no way she could imagine making it without Lance's help.

Fay gritted her teeth and charged forwards after him, hugging herself to stifle the chill going down her spine. As she approached Lance, he looked back at her snidely.

"Couldn't resist, huh?" Lance sneered.

"What have we seen so far today? Huh?" Fay demanded, "Have we seen _anything_ good? What makes you think this is going to lead to a happy ending?!"

"Because this is the only way to Central Precinct and Brandenburg, now shut up," Lance growled.

Fay clutched her pendant, reciting a hymn in her head in the hopes it would calm her down.

Up ahead, through the smog, they could hear the droning buzz of thousands of hushed voices, adding up one by one to create a composite hum. Above them all, a sharp voice could be heard yelling, "Left! Right! Right! You three, all of you to the left! Move faster! MY left, dumb bitch! Left! Right! You two go to the right! Left! Left! Faster, you fucks!!"

Through the obscuring smog, a pair of hover tanks barricaded the street, their turrets aimed in the opposite direction of Fay and Lance. They crept closer down the street, able to just make out through the haze, behind the tanks, a group of armed Venomian soldiers directing a long line of people that stretched down the street as far as they could see. Lining the sides of the street, monitoring the line of people was another pair of hover tanks and dozens of soldiers. The line fed up to the group of soldiers behind the tanks ahead of them, where they were split into one of two other lines, one going to the left, in the direction of the River Tyrell, the other going right and leading back into the depths of center city.

Up ahead, an adult male feline with a teenage daughter reached the front of the line. The barking soldier ordered the father to the left, while the daughter was forced to the right.

The female cat yelled frantically, reaching out a hand to her separated father, who protested and reached out to his child.

"Back in line!!" the soldier bellowed, "Grayson, fuck him up!"

One of the soldiers stepped over to the father cat, and then in one liquid movement smashed his face with the butt of his gun.

The daughter let out an anguished shriek as her father fell backwards, his face bleeding profusely.

"Fine you little cunt, have it your way!" the soldier roared, "Put her in the left!!"

The soldiers grabbed the teenaged feline and threw her into the left line, shoving father and daughter down the queue, then moving on to the next group of people in the main line.

"This is what they meant by processing them," Lance said bitterly, "We have to go the other way."

Fay nodded, happy to be heading back.

For some reason, the overriding dread that something awful was happening remained with her.

Lance took Fay back up the street, back towards the intersection with the piles of thousands of clothes. To their right was the field of clothes, to their left stretched the empty street into the distant smog.

"Where do we go now?" Fay inquired, trying to suppress the anxiety and unease that wouldn't leave her.

Lance gasped, looking down the street that they'd come out of the maglev station on, where the silhouette of a giant robot could be seen rolling in their direction, crushing the fallen skycars under its treads.

"Not that way," Lance ordered, and suddenly took her hand and dragged her down the street to the right, over the field of abandoned clothes.

Fay tried to keep up, stepping on the soft folded piles of hundreds of outfits and shoes, her eyes wide. The dread feeling in her heart was reaching a peak, making her blood rush with terror as they quickly bounded over the forsaken clothes.

They passed another intersection after one block, and Fay could see down the street the long line of people being fed towards the River Tyrell, standing single file under armed guard surveillance, heading slowly but surely in the same direction that they were. They kept going, tripping and stumbling over the piles of clothes more often than maintaining a steady pace, passing three more blocks and each time seeing the line simply continuing on. As they began to reach the fourth intersection, the piles of clothes beginning to grow thinner, Lance slowed down tiredly. It had been difficult to run over the shifting, soft garments, and both of them were already aching as it was. They persisted down the street towards the river, approaching the fourth intersection. Lance reached it first, glancing down the street towards the line and letting out a gasp. Fay reached his side, looking down the street, and her blood ran cold with what she saw.

The line of civilians met another checkpoint of soldiers, all of whom were yelling and ordering the people at the front of the line to get undressed. The first ten civilians in line were taken by the soldiers, who roared insults at all of them as they ordered them to take off their clothes faster and faster. The ten members of the group all quickly stripped down to nothing, naked and shivering as they put their clothes into a large bin in the hands of a yellow bipedal power-loader droid. They were then ushered roughly by the soldiers behind a pair of hover tanks, closer to the River Tyrell.

Fay looked down the street towards the River, and that was when she noticed something odd. The Tyrell's normally dark, bluish green water had taken on a different shade, one more similar to the color of the Venomian soldiers' uniforms.

The river ran red.

There were things floating in it.

Fay put a hand over her mouth, shaking her head in horror, refusing to believe it.

Lance stared down at the river himself, his face dropping and his eyes growing huge with despair. He grabbed her by the paw and dragged her along with him as he sprinted further down the street, panting in alarm.

They passed another block and Fay's eyes darted down the street to see the line continuing, this time all of the occupants naked, shivering and scared.

For some reason, she never even thought of asking Lance to stop, to prevent what the both of them might see.

He dragged her that one last, final block, up to the edge of the River Tyrell, where they stopped and beheld the atrocity they had feared.

Floating down the river were dozens upon dozens of bodies of males and females, children and elderly, dog, cat, bird, and rabbit, all naked and facedown, carried along the currents of the river. They looked downriver, unable to see the point where the flow of corpses began or ended; so many had been dumped into the Tyrell that the river had been dyed a shade of blood red. Fay's heart stopped, unable to take it all in, then she heard an echoing command barked from upriver. She followed the sound to its source, observing as the guards led the line up to the entrance of the Yutani Memorial Bridge, taking the first ten people in line in between a pair of tanks that blocked view of the bridge, leading them to the bridge's apex and lining all ten of them up on the edge.

"No…" Fay gasped, "Please God, no…"

A group of ten soldiers approached from behind the nude civilians, leveling semiautomatic blaster rifles to their heads.

"Oh fucking God," Lance choked.

Fay's attention was drawn to the tenth civilian lined up on the bridge's edge, a nude orange-furred vixen with something in her arms. The blood drained from her face as she realized that it was a _baby_, wailing and nestled between the vixen's breasts.

Instead of putting the barrel of the rifle to the back of the mother fox's head, the soldier lowered his aim to the vixen's lower back, lining the rifle barrel up with the mother's heart and the cub's head.

An eleventh soldier stepped forward, shouting something and raising one of his arms. Fay let out a wail as she saw the soldier's arm come down, forcing her eyes shut. She couldn't block out the popping crack of blaster fire, and the series of splashes as eleven bodies plunged into the river.

Fay kept her eyes clenched shut, letting off crying sobs that resounded in the distance. She clutched her pendant, reeling in anguish as she cried, her eyes burning. Her stomach suddenly churned, and she felt the sting of warm bile in her throat. She clamped a hand over her mouth, trying to keep it down, but in the end coughing up a mouthful of vomit that splattered onto the pavement at her feet. Fay gasped and choked out her pealing cries of disgust and horror, barely able to stand. She grabbed a hold of the railing at the edge of the river, pulling herself up and sniveling as tears continued to gush from her eyes. She looked back at Lance, trying hard not to look at the bridge or the river or anything else but Lance.

His jaw was slackly open; his eyes vacant like those of a blind man.

"Oh…" Lance stuttered, "Th-this is-n't hap—pening. They—they can't be f—fucking doing this. Tell me i—i—it's not happening. Ughhh…Oh fucking God…Oh fucking God…"

Fay's tears began to drop down to the ground as she bowed her head down, unable to stand again.

There was another shouted order from the bridge, and Fay gagged in horror.

"No, no, no, I'm not watching it again!" Lance wailed, and he took off down the street following the river's flow.

"Lance!" Fay screamed, stumbling after him and trying to see through the tears in her eyes, "Lance!"

Lance continued to run, Fay barely keeping him in sight.

Without warning, Lance turned down another street, heading back away from the river. Fay sprinted down the street after him, screaming with terror at the sight of a giant robot facing down the street at them from less than six blocks away. Lance kept running, oblivious to the killing machine that was rolling forward to meet him.

"LANCE!" Fay howled, and he seemed to slow down, but still ignorant to the death that was driving towards him.

Fay scratched the tears out of her eyes and darted down the street, running faster than she ever had before as the giant robot's blue eye began to glow and charge up.

"LANCE!" Fay shrieked, catching up to him and grabbing onto his shoulder, pulling him to the side of the street. A blue beam of energy leapt from the droid's eye, searing into the street where they had just been a split second ago, following them and leaving a trail of fire and heat in its wake.

Fay could sense the heat from the particle beam on her back as she shoved Lance through the door of a small office building, collapsing into the carpet on top of him as they fell through the doorway. She rolled over, her eyes locked on the glass door as the particle beam faded away and the droid's massive treads rolled right in front of the office building. There was the whirr of servomotors and a crumbling crash from above, and Fay screamed as the ceiling caved in on the both of them.

* * *

The first sensation Fay felt was the bruising ache at the side of her head. Her eyes slid open, and she glanced around her surroundings. She was lying on the floor in the lobby of the same office building that she had dragged Lance into before blacking out. Where the front doors used to be, the warped ceiling instead slanted down roughly, blocking almost the entire exit. A further glance revealed to her that the ceiling had actually collapsed that way, with the metal supports, electrical wire and ceiling tiles cracked and horribly bent.

Fay slowly sat up, looking around the room.

She breathed a sigh of relief as she saw Lance crouched against the wall, staring at her with an empty expression.

"How long have I been out?" Fay asked.

"A few hours, I guess," Lance shrugged breathlessly.

Fay noticed the empty bottle of whiskey lying next to Lance's leg. Through the dim light, she could see that his eyes were bloodshot.

"You got hit on the head when the ceiling came down," Lance breathed, "I bandaged your head up with your bow."

Fay put a hand to her forehead, feeling both the sting of a sensitive cut and the blood-soaked fabric of her hair bow.

"Thanks," Fay said.

"Why?" Lance demanded.

Fay looked at him, confused.

Outside, they could hear the reverberating calls of the loudspeaker. This time, the voice was giving a different message.

"Attention, attention," the primate voice called, "The Chancellor of Macbeth has surrendered. The planet of Macbeth has surrendered. Macbeth is now the property of the Venomian Empire of Andross. Attention, attention…"

Lance let out a defeated chuckle of disgust, his eyes narrowed in disconsolate loss.

"Sons of bitches…" Lance growled, "Throw in the fucking white flag after twenty-four hours. All that this planet ever stood for… it was all bullshit all along…"

Fay let out a sad breath.

"It was all for nothing when it came down to it," Lance moaned, "All of the power, all the knowledge we had… It didn't mean a goddamn thing, did it?"

"Lance…" Fay soothed, her breath wavering, "Don't speak like that. It's not over yet."

"I mean, these people had laws and rights and safety…" Lance whimpered, ignoring her, "And they didn't even _fight_ for it. They just ran and gave up on it the second it was threatened. And if they didn't run, they took _advantage_ of what was going on to do whatever the fuck they wanted… And those that _did_ actually stand up and try to defend their fucking _home_… what the fuck did they actually _do_? Blow up a tunnel? Go off on some crusade to save a small fraction of people, when they could've saved _so much more_ down here? And after that failed, they're spent, too. They can't go the distance either. And then, the very people that are supposed to be leading us… the ones that _represent_ those laws and rights that make sure we've all got a fair chance… they give up on it, too! That's their advice! That we just _let_ them destroy everything we've built."

"Lance, it's not their fault…" Fay whispered.

"You're _right_," Lance glared, "Maybe this is a _test_… from God. Maybe She _fucking_ sent them here to test our faith. Well, we _failed_!! So now, this is our _punishment_!"

Fay winced, shaking her head disappointingly.

"They came from Venom…" Fay answered calmly, "Not from God."

Lance scoffed.

"You're _right_, Fay," Lance sneered, "They _did_ come from Venom. And maybe I was right back there. Maybe Andross is just someone who's decided that the meaning of it all is to kill. Well guess what? I'm starting to think he's _right_! Look at what all of our laws and loyalty did to stop them. _Nothing_. Look at what _God _did to save us. _Nothing_. Meanwhile, here they come with _their _enlightened perspective, and what happens? The whole world just bends over backwards to their every whim. Maybe that's a sign telling us who's got the right philosophy towards life here!"

"No, Lance, that's not true!" Fay protested, "It doesn't matter that they've violated your laws and my God. It doesn't violate what those things _stand for_. They're the same _principal_, Lance! A law isn't given power because it's written down in a book somewhere, its given power because people like you _believe_ in it. I don't know that God is there because it's a proven fact; I know She's there because I feel it in my heart. Because I have faith in Her, Lance! That's why She's always with me!"

"Oh for fucks sakes!" Lance snapped, "Don't you get it? It doesn't _work_ like that anymore! The rules have _changed_! None of that matters anymore because the new rule is that _nothing_ matters! It never did! Neither the law, nor God could save _any one_ of those people out there, and they won't save us when we need it either. When it comes down to survival, believing those things means _we're_ the odd ones out, here, because the only thing that really _matters_ anymore is survival!"

Fay shuddered in denial, holding back tears.

"That's not true…" Fay sobbed, "I know it's not."

Outside, the message from the loudspeaker had changed again.

"Attention, attention," the ape's voice droned, "All former Macbeth Civil Protection members that surrender and collaborate in occupation efforts will be under the protection of the Venomian forces. All former members of Macbeth Civil Protection that assist in restoring order will be given special protection…"

"Don't be so sure about that…" Lance murmured, his jaw trembling but his eyes hard.

"No…" Fay whispered, "You can't be thinking of--"

"Of _what_, Fay?" Lance demanded, "Of going out there and helping them in their 'occupation efforts'? Listen to the blaster shots, _there's _your occupation efforts! The only way to be safe anymore is by joining in on them killing all of those bastards that wouldn't stand up for all the good things they had. Realizing that nothing really matters. That's the new law and order for you."

"That's not law and order, that's _evil_, Lance!" Fay begged, "You _can't_!"

"You just don't understand, do you?!" Lance hissed, "The presence of random injustice means that there _is_ no justice! The fact that they abandoned all their values so quickly and easily means that there never _were_ any values to begin with! They're all worthless and don't _deserve_ to be saved!"

"No, Lance, that's _not _true. I know it all seems hopeless, but it's _not_, I swear!" Fay urged, grabbing Lance's hand, "Here, let me show you. Pray with me for a little; just let it all out."

Lance shrunk back and yanked his hand away.

"Get the fuck off me!!" Lance yelled, "_You're _the most pathetic of all! Your whole fucking way of life is based around believing that there's someone up there that actually cares and knows what they're doing, so that you don't have to face how _fucked_ _up_ the universe is!"

Fay clenched her teeth, tears streaming from her face.

Lance took a breath and shifted in his position, his own eyes watering.

"Remember what you asked me that first time we met?" Lance inquired hoarsely, "What do you do when you get that feeling that something bad is happening? You _pray_."

"You do what you have to…" Fay whispered.

"Let's see what helps more," Lance resigned.

He walked over to the collapsed ceiling, ducking under it and climbing out of the building.

"Lance…" Fay sobbed.

"Don't be here when I get back," his voice replied with a touch of tenderness. With that, he was gone.

Fay cried herself a river, until she didn't think there was anything left.

She got up, stumbling and confused, and ventured out of the building through the same crevice Lance had used. Fay tumbled out of the wrecked building, onto the empty street.

She didn't know what to do or where to go, so she just took off running, as fast as she could down the street.

Her feet pounding into the pavement, she almost didn't notice the repulsorlift hoversled floating outside of the entrance to a convenience store.

A scream from inside the store caught her attention, and she stopped, looking into the shadowy, abandoned store.

Huddled against the shelves near the back was a male and female rabbit couple with a child of about ten years old hiding behind them. Bearing down on the three was a single Venomian soldier.

"You're supposed to report for processing," the soldier snarled to the terrified family, "Any of your kind caught trying to hide are to be shot on sight. Now what do you think I should do?"

The rabbits let out mutual gasps of terror.

Fay's face dropped in despair, and she clutched her pendant. A part of her told her to run, so that she wouldn't see what was going to happen to them. Another part, though, was telling her to do something else. It was telling her that things _did_ matter, that nothing had changed and all that she believed in really _did_ stand for something. It was telling her that there was something more important than just survival.

Keeping one hand on her pendant, Fay leapt into the store, trusting that God would be with her.

_Oh God Lyla, protect and watch over me, as the hound watches over its pack_.

Her feet slammed into the tile floor as she came up behind the soldier.

_Guide me through this dark time, so that I may see your light_.

The soldier began to turn around, and Fay could see blaster pistol holstered in on his hip.

_Though I walk through the hall of shadows and death, I shall fear no darkness, for thou art with me._

Her paw shot forward, her fingers wrapping around the blaster pistol and yanking it out of the holster. The surprised soldier was looking at her dead in the eye.

_Armen._

Fay shoved the blaster into the soldier's helmet, pressing the barrel against his visor.

There was a moment of silence amongst all of them, Fay, the rabbit family, and the Venomian soldier, all waiting for the other to make the next move.

"Shoot me if you can, little girl," The ape soldier dared.

"Lord knows you'd deserve it," Fay murmured quietly.

Her eyes were hard. Her hands were steady. Her pose was confident. She could feel the touch of God leading her.

"But that's not my place to decide," Fay said, backing away and lowering the pistol.

The ape soldier regarded her with dismissive arrogance.

"Get with the program," the soldier growled, "_I _would've killed _you_."

She remembered all of the things that Lance had said.

About how the rules had changed, how everything had failed.

About how she couldn't deal with how fucked up the universe was.

Lance was _wrong_.

She had _seen_ how fucked up the universe was.

The difference between her and Lance was that _she_ wasn't going to let it change her.

"That's what separates me from you," Fay shook her head.

She raised the pistol and pulled the trigger.

A red laser bolt shot out from the end and blasted into the soldier's kneecap, knocking him to the ground as he screamed in pain.

"Come on," Fay said to the rabbits, who quickly got up and followed her out of the store.

Fay awkwardly straddled the soldier's hoversled, getting a sense of the controls. The father, mother, and child all looked at her from the sidewalk.

"There's room, get on," Fay instructed, and the two parents squeezed onto the seat behind her, grasping their son tightly.

Fay's foot pressed down on the accelerator pedal, and the hoversled zoomed through the air, hovering over the streets.

As the wind whipped through her fur and fluttered around her ears, she remembered telling Lance why she wanted to be a priest: "I can't really think of anything else in the universe I'd like to do more than be able to help people and give them hope. It's the most Lylatian thing you can do."

It remained true.

Fay would help people.

She would give them hope.

After all of these years, Fay had received her divine calling; not to preach to the people of Macbeth, but to fight for their freedom.

She would show them that things still mattered, that they were worth fighting for.

God as her witness, she would show them all.

* * *

Wow. Poor Lance. I hated having to do that to him. I had to, though, he was always supposed to, even though he was originally much more of an asshole. For those of you that liked Lance (I did), you may see him again in a future story. And you know you're going to see Fay again sometime. For now, though, it's a pretty tragic arc, as all of Lylat is consumed by war, until a certain mercenary group is called in to fulfill their heroic destinies. Stay tuned.


	4. The Lylat System

AUTHOR'S NOTE: Okay, the length here actually means something, so don't skip. Here is your next lesson for Part 2, a run-down of "my" Lylat System. I wrote this, essentially, because of two gripes I have with Star Fox physics. Yes, I realize that it's kind of a non sequitur to complain about unrealistic physics in a story about talking animals in space, but hey, we're all dorks here and I haven't heard any complaints yet about injecting some realism into this series. Basically, first off, it's kind of impossible for the Lylat "System" to belong to a single star like the Solar System, because a star has a 'habitable zone', meaning that a planet has to be a certain distance from it in order to be not too hot and not too cold to support life or harbor conditions that life can survive on. A star's habitable zone is only big enough for about 1-2 planets (I stretched it with 3). If all of the Lylat System's planets orbited one star, most would be either dead rocks too cold to even walk on, dead rocks too hot to even walk on, or they'd be colliding into each other to fit into the habitable zone. Second, even if all of the Lylat System's planets _could_ orbit one star and still all support life, it wouldn't be Solar. An M-class red dwarf star is one of the coldest, smallest types of star. Yes, you can say that it will last much longer because of this. That just means it's going to burn cold for a hundred billion years instead of ten billion years hot enough to support life. The only way _one_ planet could maybe support life orbiting one is by being in the habitable zone, which would be so close to a red dwarf that the planet would be tidally locked, with one side always in light and one side always in darkness. Again, there's no way all the planets could orbit Solar's habitable zone, either, because they'd run into each other once again. So, astronomy lesson short, I made the Lylat System a multiple star-system, with six (G-class, like the Sun) stars that are mysteriously distributed around Solar in a vague circle, with Sectors X, Y, and Z interspersed. I also tried to make it all fit in as well as I possibly could with the existing games (point of confusion: Fortuna is a rainforest planet, as shown in Star Fox: Assault. Fichina is the name of the ice planet in 64, which was misspelled as Fortuna) and not contradict anything too much. One thing I did ignore was the complicated gravitational dynamics of a multiple star system, in which each star basically orbits each other, and astronomers usually need supercomputers to model. I decided that you didn't really care about the details that much, and if you do, tough, because I'm an English major, and trying to do the calc required to figure that crap out would probably make my brain explode. As another thing, all of the species names are not some weird code I've done. It's mainly just taking either the Family or Genus names of the animals they represent. Wiki them if you're that confused. I realize this is the longest Author's Note I've written in a series of Author's Notes, so I'll just say this one last thing, for those of you who get all of the references: Yes, you're right. Katina is the _wild, wild west_. After all, it _is_ Wolf's home planet. Read or die! – TU

* * *

Excerpt from the _Encyclopedia Corneria_, 18th Edition

Lylat System: Rather than a single star system, the Lylat System is a region of space near the center of the galaxy, made up of six star systems interspersed between a trio of large, anomalous gas nebulae (known respectively as Sectors X, Y, and Z) and all in close proximity to the small M-class red dwarf star known as Solar. Of the six star systems of Lylat, at least one planet in each is home to some form of life, and all, with the possible exceptions of Venom and Fichina, host conditions favorable to supporting organic life. Though Solar is far too small, dim and cold a star to support life if it were host to its own planets, its centralized location in the Lylat System along with its cultural significance, scientific importance and energy resources make it a valuable Lylat milestone. Thus, despite the fact that they are spaced in a rough circle around the star, the star systems of Lylat are informally 'ordered' by their relative proximity to Solar.

-The Kragg Sub-System (500,456,821 km from Solar): Closest to Solar by about five hundred million kilometers, the Kragg Sub-System is the nearest system to the highly tumultuous and chaotic nebula known as Sector X, and is home to the planets Titania and Fichina. Titania (see article), the closer of the two to the sub-system's star, Kragg, is a barren desert world, populated by mostly small mammalian, reptilian and insectoid wildlife, though the large concentration of ruins on Titania indicates that the world was once home to an advanced, intelligent society. Fichina (see article) is much farther from Kragg, and is thus an icy, barely-hospitable planet, however colonization efforts have been underway on Fichina for many decades in the hopes that terraforming may make the planet more habitable.

-The Triton Sub-System (706,211,130 km from Solar): The second-closest star system to Solar, Triton is a bright, young star with enough light and heat to create some of the most lush and prosperous planetary conditions in all of Lylat. Three planets, Fortuna, Zoness and Aquas are located in the Triton Sub-System, all of which are similar in their humid, water-rich environments. Fortuna (see article), the first planet of the sub-system, is a densely rainforest-covered world home to many species of intelligent life, the most dominant being the avian, reptilian and primate races, as well as some breeds of the feline race. The second planet, Zoness (see article) is dominated by oceans, save for several scattered island chains that dot the planet's watery surface. Its famous, dense kelp forests and reef systems are home to numerous aquatic wildlife spcimens, as well as the intelligent and amphibious enhydra race. Once a popular vacation spot of the Lylat System, Zoness is, as of this writing, still undergoing intense ecological renovation due to the severe environmental damages of the Lylat War (see section: Lylat War [subsection: Operation: Water Rot]). Aquas (see article), the final planet, is covered completely by water, with no permanent landmass recorded as of yet. Aquas is home to millions of aquatic wildlife, as well as the home planet of the amphibian toad race and the exclusively aquatic shark and dolphin races.

-The Oesté Sub-System (989,892,031 km from Solar): Third in line is the Oesté Sub-System, a smaller star system with a single planet known as Katina (see article). A world of semiarid plains and warm, rocky deserts, Katina was the first planet to be colonized by Cornerian explorers in the early days of the Cornerian Empire (see article), and still maintains its untamed, frontier reputation after centuries of colonization due to terraforming difficulties and low population density. An important military base for the Cornerian Army, Fort Eastwood, is maintained outside of Katina's largest city of Tombstone.

-The Cornerian Sub-System (1,126,451,508 km from Solar): Fourth from Solar is the system home to the star known as Lylat (from which the entire interstellar community derives its name) and the planet of Corneria (see article), regarded as the most important planet in the Lylat System. Bordered by the large asteroid field known as Meteo, Corneria is a large, fertile world of expansive, temperate farmland, small oceans and the largest cities in Lylat. The homeworld of all species of the canid race (including vulpines, lupines, wolverines, and all ethnicities of canines), the equine race, the leporid race, the rodent race, the aries race, and many breeds of the feline race, Corneria is the source of most intelligent life in the Lylat System. The development of Corneria is a testament to the brilliance of its species. Much of the planet's population is dispersed amongst five large mega-cities, each hundreds of kilometers in size, around the planet. The five mega cities include the capitol, Corneria City (see article), the former capitol and oldest mega-city of Pennopolis, the military and industrial center of Anaxes, the culturally diverse and permissive city of Apollo, and the city of Oceana, still recovering from the damages it suffered in the Lylat War. Besides this, every section of dry land in Corneria is devoted to either coastal resort towns, fishing enterprises or agriculture, making Corneria one of the central breadbaskets of Lylat. After centuries of interplanetary immigration and colonization, Corneria is home to 85% of the Cornerian Commonwealth's population and 45% of the total Lylat population, producing a grand variety of cultures and representations of life throughout the galaxy. This has assisted Corneria in becoming the most politically and economically influential planet in the Lylat System, and has spurred the development of the Cornerian Commonwealth (see section), headquartered in Corneria City (see article), to maintaining continued governance of the former Cornerian Empire's colonies of Fichina, Katina, Papetoon, Zoness and Aquas. Corneria is also the headquarters of the Cornerian Army and Cornerian Defense Force (see section: Cornerian Armed Forces), both of which answer to the Cornerian Commonwealth Parlaiment.

-The Papetoon Sub-System (1,228,880,520 km from Solar): Though not quite the furthest system away from Solar, the star of Papetoon and its planets are the most isolated, being located the farthest distance away from the other five sub-systems, and dangerously close to the radioactive nebula Sector Z. Due to this, the planets of the Papetoon system have enjoyed relative solitude from the rest of Lylat. The first planet of the Papetoon system, sharing the same name as its star, is the newest colonial claim of the Cornerian Commonwealth (see article: Papetoon [planet]), a dry arid world similar to Katina save for higher average temperatures and even lower water concentration. The second planet, Sauria (see article), also known as Dinasaur Planet, is even more isolated by a dense asteroid field, which has led to the development of a primitive though exotic tribal culture amongst the various intelligent (though non-advanced) species of dinosaurs that rule the primeval world. Only recently has Sauria and its inhabitants made official contact with the rest of the Lylat System (see article: Saurian Crisis).

-The Verona Sub-System (1,288,340,405 km from Solar): Just a slight sixty million kilometers further from Solar than the Papetoon Sub-System, on the opposite end of the Lylat System (2,414,791,913 km) from Corneria, the planets orbiting Verona share a mutual dark history. The first planet of the Verona system, Venom (see article), is a harsh world of volcanic wastelands, rocky canyons and acidic oceans. The atmosphere was once considered just barely breathable, and Venom was thought until recently to be home to no indigenous life. In the decades before the Lylat War (see section), exiled scientist and terrorist Andross (see article) formed a colony on Venom with the support of the Cornerian Commonwealth, which led to terraforming and atmospheric processing that made colonization of Venom (barely) possible. The colonists of Venom were comprised of mostly primates, though scores of rodents, reptiles, wolves and various other races also emigrated, lured there both by the favorable speciesist policies of Andross and driven away from Macbeth and planets of the Cornerian Commonwealth by the official (though unacknowledged), economic and social speciesist discrimination of the time (see article: Lylat under _dehorseri_). The negative treatment by the rest of Lylat towards these races, and the positive treatment by Andross, greatly increased the Venomian colonists' support of Venomian independence from Corneria and the formation of the Venomian Empire (see article: Venomian Empire of Andross) which eventually culminated in the Lylat War. The second planet of Verona, Eladard (see article), was a small, unexplored planet quickly claimed and colonized by the Venomian Empire, which then proceeded to build factories and starship construction yards in order to swiftly and secretly conduct its arms build-up prior to the Lylat Wars. The current state of Eladard is one of extreme atmospheric and oceanic contamination due to the high levels of pollution from the dense Venomian factories, and any life that may have once lived on Eladard is almost surely extinct. The third planet of Verona is Macbeth (see article), a mineral-rich world that declared its independence from the Cornerian Empire long ago, and has become a financial and industrial power in its own right. A center of enterprise and production, especially for the mining, durasteel and aerospace industries, Macbeth's government is known for its corruption, mostly functioning by the will of the powerful mega-corporations that hold sway over the planet's vast resources. The relative weakness and lack of preparation of Macbeth's government made it a prime target for invading Venomian forces, which annexed the planet in the first stages of the Lylat Wars, committing horrible atrocities against the civilian population (see article: Wayland Massacre) that would define the Venomian Empire's brutal invasion tactics for the rest of the war.

-Outer Rim Territories: Though not part of the Lylat System proper, several outlying star systems beyond the Lylat System have had a role in the Lylat System's history. Scattered around the unexplored outskirts of Lylat space, these systems include:

--Wuxia (see article): A small, ancient system 2 parsecs beyond the Cornerian Sub-System, Wuxia is an overgrown planet of massive trees, forests, and mountains, interspersed with ancient temples and ruins. A small, secretive and nearly extinct order of monks known as the Order of the Iron Lotus are the only living remnants of what was once a relatively advanced civilization. The isolationism and disdain of the Order for technology and foreigners has kept the planet a seldom-visited world shrouded in mystery. One of the few cultural ambassadors to the planet, Commander James McCloud (see article: McCloud, James), was rumored to have been accepted and trained by the Order of the Iron Lotus in their legendary unarmed combat disciplines. McCloud never gave any recorded statement regarding his training on Wuxia prior to his death, however many that observed him in life commented on his exceptional and unnatural skill at the martial arts; a testament to the secrets that the planet of Wuxia holds.

--Temple (see article): Discovered a decade prior to the Lylat Wars, Temple rivals Titania in its archeological significance. Covered almost entirely in ancient, (though quite modern by current standards) remarkably well-preserved cities, Temple is speculated to be the ancient homeworld of the now-extinct owl race, which theoretically developed separately from all other avian races of the Lylat System and built their own advanced society before vanishing into legend without a trace. Despite academic pleas to the contrary, the Cornerian Parlaiment decided that funding for archaeological excursions to Temple was too costly, given Temple's extreme 16 parsec distance from its closest neighbor, the Triton Sub-System, and used the space surrounding Temple as a galactic dumping ground for the millions of tons of interstellar debris left over from the Lylat Wars, the Aparoid Invasion and several other conflicts. The abandoned nature of Temple, along with the abundance of hiding places in its forsaken cities, has led Temple and the space around it to become a known hiding space for criminals and pirates, much like the Sargasso Space Zone near Sector Y (see article: Sargasso Space Zone).

--Cerinia (see article: Myth of Cerinia [Possible Existence]): The very question of Cerinia's existence remains disputed. Though historical records make mention of a mysterious, forested planet beyond the Papetoon Sub-System, these accounts are nearly two thousand years old, before the advent of warp drive engines. Regardless of the truth, Cerinia is said to have been a small forest-planet orbiting a very young, peculiar blue star. The Cerinians supposedly were a race of blue-furred vulpines, with an advanced, archaic culture entrenched in mysticism and spirituality. They were said to be able to travel the stars without the use of a starship, and some legends even purported that Cerinians had the ability to see the future and read the thoughts of others. The legendary abilities of the mythical Cerinians, if they did exist, are theorized to have had something to do with mutations from the high ultraviolet light that a blue star would give off. There remains some connection between the Cerinians, the planet Sauria, and the pagan Krazoa Faith (see article: Krazoa), however the dinosaur tribes of Sauria have little to offer but more legend. Recently, a star system similar to the Cerinian system told of in myth was discovered several light years beyond the Papetoon Sub-System. Despite intriguing artifacts and ruins that are still being interpreted, the planet itself is devoid of all life, and has been for at least a few years. If Cerinia ever did exist, its people were destroyed by some unexplained calamity, and though rumors persist that some Cerinians remain wandering the galaxy, these rumors have yet to be substantiated.


	5. Independence Day

AUTHOR'S NOTE: Alright, after seeing him in school and in diapers, we finally see Fox in an Arwing again…for the first time, technically. I decided to make this story a bit longer than planned, so that I could do some scenes I wanted to do but didn't know how I could fit them in before. I decided to give you guys some action in this one, as opposed to the traumatizing horrors of last story. If you _didn't_ figure out what the chapter was about from the title, please beat yourself senseless with your keyboard before continuing. That is all.

* * *

**-Independence Day-**

He could feel the lurching feeling of anxiety in his stomach as the electromagnetic catapult lowered the fighter into the launch tunnel. Fox's eyes were closed, his mind focused on everything that he could hear and touch so as better to tune it out later:

The whistling General Quarters alarm of the _Great Fox_ that almost drowned out the hydraulic whirr of the catapult; the hard but smooth feel of the joystick in his paw, and the lukewarm, still air of the cockpit on his fur.

Fox shifted around a bit, feeling the edges of the cockpit brushing against his shoulders.

The calm was almost serene.

_Just breathe_, Fox thought.

"**Launch commence**," said ROB-64 over the comm.

Fox's green eyes flew open, taking in a small glimpse of the trapezoidal launch tunnel and he tightened his grip on the stick. The metallic scream of climaxing energy and the roar of the engine suddenly overtook his ears as the ship flashed through the tunnel in the blink of an eye, blasting out into the field of stars at the end. His skull sank back into the headrest of the pilot's seat as the Arwing shot into space, a faint trail of blue in its wake.

Far behind now was the _Great Fox_, instead his vision was dominated by the dusty brown northern hemisphere of the planet Katina, and the dozens of ships that exchanged laser fire amongst the stars and blackness of space.

Two _Trafalguis_-class destroyers with an escort of six _Acropolis_-class assault ships and nearly a dozen small _Aries _patrol cruisers made up the Cornerian battle group, trading fire with the four _Zeram_-class cruisers, five _Harlock _frigates, one _Sulaco_-class destroyer and one _Grazan_-class carrier of the Venomian task group that had blockaded and assaulted Katina for the past month. Between the two groups of fighting ships, one silver, the other spinach green and rust red, flitted hundreds of individual star fighters of both Cornerian and Venomian origin, swarming amongst each other as the capital ships shot off bolts and beams of red and blue.

"_Ranger_, Arwing TSF-1, TSF is launched and prepared to engage," Fox announced into the microphone on his headset, "Awaiting clearance to engage."

"TSF-1, _Ranger_, copy that" came the response from the CCS _Ranger_, the lead _Trafalguis_-class destroyer in the battle group, "You are cleared to engage, repeat, cleared to engage hostiles."

"Copy, cleared to engage. TSF out," Fox returned, then switched his broadcast channel to the StarFox frequency, saying, "Alright, guys, we have a go. Let's move in fast and go for the carrier; keep an eye out for the _Saucerer_."

"Way ahead a' ya', Foxie," Falco responded, "Race ya' to tha' carrier!"

"Stay in the group, Falco!" Peppy reprimanded hoarsely, the far-off ships growing closer.

From the corner of Fox's vision, he could see another Arwing accelerating at full throttle towards the battlefield.

"Hold up, Falco, stick together," Fox commanded, "It's easy to get lost in something this big."

"I don't get lost," Falco rebuked.

Falco's Arwing suddenly flared as he engaged the boost function, rocketing into the fray.

"Falco!" Fox snapped, gritting his teeth.

"What's tha' matta', Foxie?" Falco taunted, "Too fast for ya?"

"Peppy, stay with Slippy and go around the ships to get to the enemy; I'll stick with Falco," Fox instructed.

"I can take care of myself, Fox!" Slippy retorted.

"Do as I say!" Fox snapped, throttling up without another word.

The Arwing shot forward, into the tight formation of Cornerian ships. As Fox blasted over the long, boxy surface of an _Acropolis_ ship, he could see Falco's Arwing hugging the sides of the _Ranger_, traveling along the length of the ship. A vaguely T-shaped Venomian Granga fighter sped in between the two ships, firing off a pair of red laser beams.

Just as Fox lined up his targeting crosshair with the fighter, the Granga exploded in a flash of white as a pair of blue lasers pierced its hull.

"First kill, Foxie," Falco boasted, his Arwing swooping down in front of Fox only to blast away towards the front of the battle line.

"It's gonna be your last one all day," Fox snarled, gunning the Arwing after Falco.

He weaved the fighter over, under and in between the Cornerian battleships as the _Trafalguis_-class' mighty assault pulse lasers cut bright blue lines across the star field. From the launch bay of an _Acropolis_-class came a flight of three Cornerian J-4 Comet fighters, the silver and green standard star fighter of the Cornerian Army. Fox zoomed over the Comets just as they were picking up speed, darting under an _Aries_ patrol craft before flying out beyond the boundaries of the Cornerian battle group. Up ahead, the rust-colored _Sulaco_-class destroyer unleashed its powerful assault pulse laser, projecting a ruby-red beam of energy from its nose to the sides of the CCS _Watchman_, the other _Trafalguis_-class. The beam of red dominated nearly half of Fox's window of vision, and he flew the Arwing down into the cloud of fighters between the two battle groups. A group of Comets flashed overhead as a pair of Venomian fighters sped to meet him. Fox pulled the nose of the Arwing up, lining the first Granga up in his crosshairs and tapping the firing button on the joystick, then again as he aimed the crosshairs at the second.

Both fighters exploded in a puff of fire and debris, disappearing as Fox flew through the space they'd formerly occupied.

"This is nuts, Fox! There's too many of them!" Slippy remarked.

"This isn't _nearly _as much as there was in Sector Y," Peppy answered, "Give it a rest, Slip."

"Peppy, get on my right flank; Slippy get to my left," Fox instructed, "We'll cut a corridor right through them to the carrier."

"Got it, Fox!" Slippy chirped.

An Arwing pulled up to each side of Fox's ship, and he looked to his left to see the bulbous-eyed frog waving at him.

Fox rolled his eyes and directed his attention forward once again.

A cloud of Granga fighters approached them, with no Cornerian ships in sight.

"Just boost through them and take down as many as you can!" Fox directed, pulling the throttle into the red-labeled 'BOOST' notch.

The Arwing's engines howled as he shot forward, Fox tapping the firing button as their ships flew into the countless squads of Venom fighters.

The roar of engines and the cracks of exploding ships surrounded Fox as he slalomed through the confused swarm of fighters, barely missing a collision with one by a few meters. The space ahead of them suddenly became clear, the flotilla of Venomian capital ships much closer.

"How's everyone doing?" Fox inquired, checking his shield status to find that the Arwing's shields still hovered at 100%.

"I'm just fine over here, Fox," Peppy answered.

"Slippy, how about you?" Fox inquired.

"I got a little cooked back there, Fox…" Slippy responded sheepishly, "But I'll be okay."

"Surprise, surprise," Falco sniggered.

"Shut up, Falco!" Slippy yapped.

Fox tuned out Falco and Slippy's argument, focusing instead on the wave of fighters that approached them in the distance. He held his finger down on the firing button, hearing the power levels whirr up and the crosshair turning red as it locked on to the lead fighter. Fox released the button, watching as a green blob of charged laser fire spat out from the Arwing's nose, snaking its way over to the group of ships and smacking into the squadron leader. The charged shot detonated with a green flash, disintegrating the lead fighter as its wing mates fell burning through space.

"Where _are_ you, Falco?!" Peppy demanded.

"Kickin' ass 'n takin' names, old man," Falco verbally shrugged.

"How about you try doing your _job _for once and back us up?!" Fox snapped.

"Well if ya' gonna be like _that_…" Falco trailed off.

A hiss of laser fire and an explosion from behind Fox's ship could be heard, and he looked on his radar display to see Falco's icon taking up the rear of their group.

"Gee, thanks, Falco," the avian mocked, "Sure was nice 'a ya' ta' take out those baddies I had on my ass. What would I do without 'cha?!"

Fox wouldn't give Falco the satisfaction of a response.

The _Grazan_-class carrier, a green ship dominated by a pair of stretched rectangular hangar bays two kilometers long, loomed up ahead. As the wide open bays became more and more clear, dozens more Granga fighters scattered out of the fighter bay towards them.

"Bomb 'em!" Fox shouted into his microphone, targeting the flock of ships and pressing the small red button on top of the joystick with his thumb.

A stout red cone ejected from beneath the nose of each Arwing, lancing into the cloud of fighters and detonating in four huge blasts of blue and orange light. The StarFox Team blasted through the remnants of the explosion, speeding along the top of the _Grazan_ carrier.

"Feeling dangerous today, Falco?" Fox challenged.

"Always," Falco answered.

"Everyone head around for another pass," Fox commanded, "Peppy and Slippy fire on the bridge. Falco, you fly into the left hangar bay and take out the reactor they use to recharge the fighters. I'll do the same for the right. Move quickly and don't use smart bombs."

"You got it, boss," Peppy affirmed.

"I gotcha, Foxie!" Falco shouted.

The four Arwings blew down the end of the carrier, splitting up into two groups and dodging a hail of red laser blasts from one of the _Zeram_-class cruisers.

Falco and Fox flew side by side, speeding along the flank of the _Grazan_, edging up towards its front.

"Ya' think ya' can _handle_ this, Academy-boy?" Falco goaded.

"What's the matter, Hot-Rodder? Scared?" Fox returned, smirking and glancing out of the cockpit to the Arwing next to his.

Inside, a cocky blue avian regarded him with a competitive glare.

"Last one out's a tight-ass fuzzball!" Falco cackled, his Arwing suddenly blasting ahead.

"Then you're about to grow some _fuzz_, bird-brain," Fox growled, throttling up into a boost.

The side of the carrier whizzed by in a blur, the Arwing overtaking the front edge of the ship's hangar bays in less than a second. Fox yanked the stick to the side, rolling ninety degrees as he banked hard to the left.

The hangar bay loomed ahead like an open mouth, the defensive energy cannons firing bluish white balls of plasma at the Arwing as it flashed forwards.

Fox tore the stick to the other side, executing a swift barrel roll that flared the Arwing's shields and scattered the energy blasts harmlessly.

The Arwing stopped rolling as soon as Fox pulled the stick back, the field of space disappearing as he flew into the enclosed hangar bay of the carrier.

Harsh white glow panels lit up the expansive, massively cavernous interior of the hangar bay, hundreds of meters in height and two thousand meters in length. He could hear the rush of air outside the cockpit, contained inside the hangar bay by the magnetic shields mounted at the openings of the hangar.

A catwalk stretching high over the hangar floor nearly collided with Fox's Arwing, and he quickly dived a few hundred feet to avoid impacting the low-hanging obstacle.

Below, the floor of the hangar was lined with hundreds of Granga fighters, with tiny dots of pilots and technical crew scampering around in panic as the Arwing roared overhead. The Arwing shook a little as a blaster bolt struck its underside, but the damage to the shields was negligible, and Fox instead focused his vision towards the end of the hangar, staring at the large cylindrical hypermatter fusion reactor that gave off a faint white glow.

As the hangar sped past him and the reactor grew closer and closer, Fox lined the reactor up in his sights and tapped the firing button.

Twin green laser blasts rained down onto the reactor from the Arwing's cannons, puncturing the reactor and producing exploding flashes and arcs of electricity.

Fox throttled all the way down and engaged the gravity brakes, jerking the stick in a half circle to the left.

With a lurching scream, the Arwing fishtailed into a complete 180-degree U-turn through the air, and Fox was thrown back into the pilot's seat before the inertial compensators kicked in and allowed him to move. His view out of the canopy spun, the open end of the hangar now visible as a square of stars and blackness at the end of the hangar.

Fox yanked the throttle back up into a boost, hearing the Arwing's engine scream as it shot him towards the exit. Behind, he could just barely hear the crackling explosions as the ruptured hypermatter reactor began to detonate. As the Arwing lanced towards the exit, he could see just out of the corners of the cockpit bubble the licking flames of the hypermatter explosion catching up with him.

He glanced at the boost gage, nearly run out.

"Come on, come on," Fox whispered, praying that the boost would last him long enough to escape.

The Arwing began to tremble, and suddenly the ship soared out of the hangar bay exit, back amongst the stars and the flashing explosions of the space battle.

Echoing explosions behind Fox bade him to turn back for a look, coming around for a view of the exploding carrier.

Just as the _Grazan _came into view, another Arwing sped across the fighter's nose, and Fox jerked backwards into his seat in surprise.

"Guess you win that one, Foxie," Falco submitted with a touch of scorn.

"Nobody wins 'em all, Falco," Fox shrugged, looking back as the _Grazan_'s fighter bays were consumed by explosions.

With a flaring flash of white, a huge crack appeared in the side of one of the carrier's hangars, and then the connecting main bridge between the two hangars blasted apart, the two halves of the ship drifting down in orbit towards Katina in a mix of flames and smoke.

"We did it!" Slippy cheered as his and Peppy's Arwings approached.

"That should prevent any more fighters from coming out," Fox said, switching the comm. channel, "_Ranger_, TSF-1, hostile carrier has been neutralized, repeat, hostile carrier neutralized."

"TSF-1, _Ranger_, copy that," the _Ranger_ sent back, "Proceed to engage hostile snub fighters until further notice. _Ranger _out."

* * *

Commodore Madeline Zira had been a proud officer of the Venomian Starfleet for years. She had resigned her commission in the Fortunan War Department after a promise from Venom that she would be treated much better than on her home planet. Zira had abandoned a post of Lieutenant, the highest rank a female primate could hope to achieve (even on Fortuna, which was relatively non-speciesist compared to Macbeth and the Cornerian Commonwealth), and had instantly been promoted two ranks up to Commander. Over the years, she'd been a faithful member of the Imperial Venomian Armed Forces, and a true believer in Andross' vision. The 'dominant', oppressive races of Lylat, (the dogs, cats, and rabbits) had always been against her people, and all the other peoples of Venom, for over a millennium, ever since the dark days of the Cornerian Empire. The Empire may have been replaced by a more politically correct Commonwealth, but the oppression was still there. It was the dominant races' faults that the only freedom they could find was amongst the desolation of Venom.

But they would have the last laugh.

Living in the harshness of Venom had become a mark of pride, a sign that the Venomians were always stronger than the dominants. Zira was no longer ashamed to be an ape. She was proud to have suffered the most, even amongst the other races of Venom, the tyranny of the dominants.

She agreed wholeheartedly that it was the dominants' turn to be oppressed, to be removed out of power, to be cleansed from the galaxy, in the name of Andross and all that his justice and wisdom represented. Thus, when Zira had been offered command of the _Saucerer_, the spearhead of the Venomian invasion force, she'd been all too honored to accept it and the promotion to Commodore that came with it.

Zira had commanded the _Saucerer_ successfully throughout the entire war, from the uplifting success of the Macbeth Liberation to the hard-fought Battle of Aquas. She'd never shown hesitation or regret for a single moment, only stoic, silent pride.

Her only dilemma had been during those first few weeks over Macbeth, when she'd heard of the necessary measures taken to secure the planet and free the oppressed Macbeth people. Apparently, many dominants had been killed, rounded up and destroyed by the soldiers on the ground. Zira put it out of her mind. Dominants were dangerous, power-hungry people that could not be trusted. Given the chance, the dominants of Macbeth would rise up and take revenge on Venom, perhaps even outright enslaving them all like Andross said would happen. They all _deserved_ to die if they couldn't live in peace.

After Macbeth, Zira had found things to be much easier. Operation: Water Rot on Zoness may have been a little harsh, perhaps costing more lives than necessary, but Zira agreed with the purpose. Corneria had to be shown that Venom would not be intimidated by their war declaration, even if it meant damage to Zoness' ecosystem. After enough time thinking about everything in the way that Andross explained it, it all seemed very logical and justified. After all, it was in the name of freedom.

Since Aquas, though, things had gone wrong.

The Easton Offensive that was supposed to be the final step in the war hadn't worked out like it should have. Though the Army had been brought to Corneria's doorstep, matching the Cornerian Starfleet at Sector Y, and assaulting Katina, success still refused to come. The damages the Army had suffered securing Aquas were dire indeed, so the task groups sent to attack Katina and Corneria were much smaller than the ones that had so easily taken Macbeth and Zoness. Furthermore, by some miracle, the Cornerian Army forces on Katina had been able to hold her task force off for the past month.

Not to mention that band of freelancers that almost single-handedly stopped the surprise attack on Corneria.

Standing on the bridge of the _Saucerer_, viewing the far-off battle between the Cornerians and her comrades through a holographic display, Zira felt an overriding sense of dread in her heart as the flashes of fired shots and the beams of pulse lasers made a light show amongst the seemingly-still groups of ships that faced each other. Though she told herself, time and time again, that they _were_ winning this war, that this was only a minor setback, her mental assurances rang hollow. Though Venom did control most of Lylat, short of the Cornerian and Oesté Sub-Systems, something seemed horribly wrong about this battle here. Perhaps it was the fact that the _Saucerer_, as a ground-attack craft, could not participate in the space battle, thus relegating her to worry on the sidelines, but for some reason Zira could not dismiss the idea that things were changing.

"Commodore!" cried the Executive Officer in shock, looking up at her from his console.

"What is it, Ellis?" Zira inquired, staring over at the younger male primate.

"The _Soyuza_'s been taken out!" Executive Officer Ellis exclaimed.

Zira's bottom jaw dropped, and she turned to face the holographic battle display in front of her. As the _Saucerer_'s bridge was located in the center of the giant ship, its only view of the battlefield was through holographic displays.

On the display, the image of the _Grazan_-class carrier _Soyuza_ fell apart amongst fantastic explosions, her massive launch bays cracked and flaming as debris drifted down towards Katina.

Zira closed her eyes and shook her head, mentally saluting the thousands of brave Venomians that had just died, all at once. Her hand clenched into a fist, held near her heart. Her knuckles brushed against the command bars on the breast of her maroon officer's uniform.

She opened her eyes and looked back at the bridge, realizing that all of the command staff awaited a response from her.

"Should I order a launch from the fighter bays to support the ships?" XO Ellis responded.

Zira slowly shook her head, brushing a lock of chestnut hair behind her ear.

"The Invader IIs aren't designed as much for ship-to-ship combat as ground assault. They're even at more of a disadvantage in space. If we send them, they'll just get destroyed, Ellis," Zira explained, her mind turning.

"But we have hundreds of fighters in the bays!" Ellis protested urgently, "And the task group doesn't have any more fighter support; the Cornerians will send in their bombers soon to take out the capital sh--"

"I _know_, Ellis!" Zira snapped.

The command staff stared between her and the holographic battle footage.

Zira had to make a call, and it wouldn't be an easy call to make.

"The space battle's already lost," Zira lamented, "The Cornerians have that mercenary daredevil squad of theirs, so unless we get lucky, the space over Katina is going to be theirs in a matter of hours."

"Do we request a retreat?" Ellis inquired quietly.

"Admiral Gran won't retreat; he's too stubborn. He'll go down with the ships first," Zira huffed.

"What are your orders, ma'am?" the helmsman asked.

His hushed tone accentuated the anxiety of the crew and their captain.

They were all willing to follow her orders in the name of Andross, regardless what those orders were and what they would mean.

"Have repairs on the EMP projector yielded anything?" Zira asked Ellis.

"No, ma'am," Ellis replied, sullen, "The damage we received on Aquas was too great. Most of it would have to be replaced to be functional again."

Zira let out a labored breath. She closed her eyes once more; trying to come to grips with what she knew had to be done.

There was only one thing they could do that would make Andross proud. One way that they could get some form of meaning or victory.

"No matter," Zira said, swallowing, "Prepare to descend. Have all pilots begin pre-flight operations."

"Ma'am?" Ellis posited.

"If they are going to win this battle, it's going to be a very expensive victory," Zira explained, firm and assured, "We will take down Fort Eastwood and most of Tombstone with us."

There were grave looks on the faces of all the general staff. They knew that they were heading into. But they also knew that there was no other way out.

Ellis gulped, and then his primate mouth stiffened.

"Yes ma'am," Ellis replied.

Zira nodded heavily.

"Begin the descent!" Zira cried.

"Aye, ma'am!" the helmsman responded.

Zira's body tightened and she looked back at the holographic display. She would punish all of the dominants down there in the name of freedom and Andross. They all deserved it, just like the people on Macbeth and Zoness and Aquas.

The _Saucerer_ began to descend.

* * *

"Yeah-ha-ha!!" Slippy shouted as his Arwing flashed past the flaming explosion of another Venomian fighter.

"Keep ya' dick in ya' pants, Slippy," Falco griped, flying close behind, "That's what, your _third _kill? You got nothin' ta' brag about. I got ten times that much."

"Shut up, Falco," Fox growled, his Arwing soaring amongst a wing of Comets, "We're not keeping score."

"We get _paid_ based on how many space-monkeys we take out, right?" Falco argued, "So, as a matter of fact, we _are_ keepin' score!"

"Ignore him, Slip," Fox said, unable to think of a comeback to Falco.

"I'm not going to stop because of _Falco_, Fox," Slippy dismissed in a high voice.

"That's the spirit," Fox assured him.

"It looks like the fighters are retreating back towards the ships for cover," Peppy commented, "Makes sense, especially if the Army sends out bombers to take out the larger ships."

"Alright, then, lets get in there and support the fighters against the ships up close," Fox instructed, all four Arwings flying in formation towards the Venomian capital ships.

In the bottom corner of his heads-up display, Fox could see the blinking orange light of an urgent call on the Cornerian command channel.

Fox switched the channel on his comlink to receive the transmission.

"_Ranger_ to TSF, _Ranger _to TSF, come in TSF," the _Ranger _called urgently.

"TSF-1, _Ranger_, copy, what are your orders?" Fox inquired.

"Be advised, TSF," the _Ranger_ directed, "Hostile assault craft is en route to planetary surface. Target is inbound, repeat, inbound to Eastwood base. Proceed to Eastwood base to intercept target and assist garrisoned Bulldog and Husky units. Your command is transferred to Major Grey of Eastwood base. Proceed immediately to dispatch point. Over."

"Shit," Fox murmured, responding, "Affirmative, TSF out."

Fox quickly switched the channel, announcing, "Change of plans, guys."

"What's up?" Falco demanded.

"It looks like the _Saucerer _is headed right for Fort Eastwood. They want us to go down to Katina and reinforce Bulldog and Husky units," Fox informed them.

"What about the fight up here?" Falco argued.

"Look around, Falco," Peppy returned, "They don't need us up here. We go where we're needed, so we're headed down there."

Falco muttered something unintelligible over the comm.

"On my lead," Fox directed, banking the Arwing around through space, turning until the sandy-brown and white globe of Katina dominated his view, "Adjust your G-diffuser output. Prepare for re-entry maneuvers."

The StarFox Team throttled into a unified boost, rocketing downwards to the planet below. In a matter of moments, the space battle was behind them, the planet taking up their entire canopies.

"Just remember what I said, Slippy," Fox instructed, "Keep your speed low and your position constant. Watch your heat shield stats and let the computer do most of the work."  
"I know, Fox, I know," Slippy sighed.  
"Coulda fooled me, what with tha' trouble ya' ran into over Corneria," Falco quipped.

"Shut _up_, Falco!!" Slippy yelled.

"He actually has a point, here, Slip," Fox admitted, "Just take it easy and you'll do _fine_."

"Got it…" Slippy mumbled.

"ROB," Fox called into his headset, "We're entering Katina's atmosphere. Contact Fort Eastwood and tell Major Grey to expect us."

"**Affirmative, Fox. I will tell them to anticipate you**," ROB said.

The feeling of increased freefall got Fox's attention, in addition to the computer console flashing the message: 'WARNING: ATMOSPHERIC RE-ENTRY IMMINENT'

Fox called up the heat radiation shield controls, activating the re-entry protocol that would expand the energy shielding over the front of the Arwing, distributing the hot air of re-entry away from the fighter's surface.

There was a hum of energy as the weapons systems were cut out to divert power to the radiation shields. Fox's flight speed began to increase as Katina's gravity pulled the fighter down, and he gave a quick pulse of the gravity brakes to slow the descent. An orange glow of superheated air began to form in front of the fighter, taking away Fox's view of everything else. He kept his hands tightly secured on the joystick, keeping the Arwing in a constant nose-dive position. Entering a planet's atmosphere was one of the most dangerous things a pilot could do, next to combat. It required absolute patience and attention to detail to execute properly.

Fox did not want to consider how hard it would be to execute a re-entry during an emergency, and prayed he would never have to go through something like that.

The cockpit shook as the air outside rumbled and roared, the orange glow of burning air outside the Arwing brightening to a shade of yellow.

The Arwing's computer got a lock on the planetary surface far below, displaying the planetary altitude on Fox's heads-up display. The altitude was somewhere in the range of 200 kilometers over the surface of Katina, counting down in double digits by the second. His speed hovered between 9,500 and 8,000 kilometers per hour, slowing down as the denser air of Katina's atmosphere produced drag against the Arwing's outer shields.

Fox continued to pulse on the gravity brakes, slowing the Arwing's speed to 7,000, then 5,400 kilometers per hour.

The glow of heat began to cool from yellow to orange once again.

His altitude was now 100 kilometers.

The Arwing suddenly jerked and swerved as it blasted through a pocket of turbulent gas particles in the upper atmosphere, and Fox struggled to correct the descent and keep the fighter on the path. Several alarms began to whistle and honk in alarm as Fox fought with the joystick, finally wrestling the Arwing into a straight descent vector. With a shaking rumble, the Arwing stabilized.

Fox let out a sigh of relief, giving off another braking pulse.

He thought back to how long it had taken Peppy to break him of his fear of flying, ingrained since a childhood flight with his father that had gone horribly wrong. In the more than two years after his father's death that Fox spent training with Peppy, almost all of it was devoted to not only breaking Fox's fears, but turning him into the expert pilot he'd been born to be. Though Fox had indeed conquered his phobia, he still had the occasional, brief relapse.

The first time he'd shot down an actual, living pilot, three weeks ago when Team StarFox had first been hired by General Pepper to defend Corneria from the Venomian surprise attack, Fox had felt such a relapse.

He'd seen his mother go down in flames like that, so long ago that it was little more than an abstract feeling, and the accident that had occurred over Corneria City when James McCloud took Fox flying in his Arwing had stamped that feeling of loss and responsibility in his mind.

When Fox had shot down his first Venomian fighter, he had been wrong to think that it would be like the targets in the flight simulator or the practice drones he'd destroyed in flight exercises. The whole thing just brought back one final echo of the events that had made him so afraid to be in the air growing up. Fox had felt responsible for his mother's death, because he'd watched it happen in confusion, too young to realize what it meant when Vixy McCloud's skyvan fell blazing to the ground. He felt a pang of guilt as he'd shot down an enemy pilot that was nearly the same.

Fox had put it out of his mind with the idea that, by not doing something, he'd be in a way responsible for all of the people that same pilot and all the other Venomians just like him would kill, if Fox didn't destroy them first.

It was Fox's responsibility to save the Lylat System, just like his father would've wanted him to. And that meant taking down the people that were trying to destroy it.

His altitude had reached 50 kilometers, into the beginnings of Katina's stratosphere.

The Arwing began to rumble and shake even harder as the air became progressively denser, and he gave a longer pulse on the gravity brakes to further slow his speed, which was now around 2,000 kilometers per hour. The orange glow of re-entry still remained, but it had shrunk slightly to allow Fox to see thin, dusty clouds far below. He could almost make out Peppy's Arwing to the right, bathed in re-entry fires just like his.

The old man had given Fox much, to the point that he'd done most of what Fox had always expected his own father to do. Peppy had nearly sacrificed his marriage in the name of training Fox and building the team, only to be reconciled with Vivian when she was struck with an as-yet unexplained illness that she still suffered from to this very day. To have even gotten this far, Fox owed much to Peppy.

The StarFox Team plunged through the stratosphere, a quartet of comets in the sky that cut a trail of fire across the wide blue yonder.

"Alright, engage the brakes in full, decrease speed to point-five Mach, and pull out of this dive," Fox instructed, "Then continue descent, level off at eight kilometers and increase speed to Mach two. ROB should be putting Fort Eastwood on our radars any minute now."

"Hey, while you're at it fuzzball, ya' wanna tell us when we should blink our eyes, too?" Falco critiqued.

Fox ignored him, engaging the gravity brakes at full power. The brakes screeched as the orange re-entry glow vanished. The Arwing's speed dropped lower and lower, nearly coming to a dead stop in mid air before the brakes disengaged and allowed the fighter to glide down by force of gravity. The inertial compensators of the Arwing had made the almost instantaneous deceleration feel like the slightest jerk forward. The Arwings sailed down through the air in formation, their altitude dropping fast, now 30, 25, 20 kilometers above the planet's surface. The sparse, dusty yellow clouds and the dry arid landscape below came ever closer as they continued to descend. Looking up, the blackness and stars of space had been replaced by the confined, comfortable blue sky.

The last twelve kilometers of their descent went by like a flash; suddenly the Arwings were plunging through cloud after cloud, with the deserted plains of the Katinan outback visible to all corners of the horizon.

After barely a moment of cruising at eight kilometers above Katina, a dot appeared at the top of Fox's radar display, broadcasting the location of Fort Eastwood.

"Accelerate to Mach two on my mark," Fox commanded, his paw clenched on the throttle, "Mark."

Throttles were shoved up, and the plasma engines of four Arwings howled with excitement, ejecting bluish red flames from their exhausts.

Vapor cones formed around the four fighters as they blasted through the sound barrier, leaving echoing sonic booms in their wakes.

"Huh—uh, hurm…" Slippy mumbled, and then cried, "Let's kick some Venom ass!!"

The slightly cheesy, awkward cheer still managed to bring a smile to Fox's face.

"Hell yeah, Slippy," Peppy agreed heartily.

"Yeah… you tell 'em, Slip…" Falco muttered with some hesitance.

It was such an out-of-character move that Fox stared out of the canopy over to Falco's Arwing on the left. The bird inside the cockpit noticed and shrugged.

"What?" Falco demanded, "I can't be _nice_ sometimes?"

"You _can _be..." Fox smiled, "You just _aren't_."

"Eat me, fuzzball," Falco shot back, "I don't gotta fuckin' impress _you_."

"There's the Falco we know," Peppy sighed.

"Same goes for you, old man," Falco replied haughtily.

"Thanks, Falco," Slippy piped genuinely.

"Shut up, Slippy," Falco snapped.

During the next few moments of radio silence, Fox thought he could hear Falco murmuring, just under his breath, something that sounded like "You're welcome," but he couldn't be sure.

"We're getting close to Fort Eastwood," Fox said, "Everybody drop altitude to one kilometer. I'm going to establish contact with the base, and see if we can share a comm. channel with Bulldog and Husky units."

Fox promptly pushed the joystick down and switched the comlink over to the Katinan Military channel, then began, "Eastwood base, TSF leader TSF-1, do you copy?"

"TSF-1, Eastwood base, go ahead," a slightly gruff voice replied over the comlink.

"Eastwood base, TSF is inbound to assist in target intercept. Direct command of this operation is a Major Grey, affirm. Request comm. and interface uplink between TSF and active squadron leaders. Over," Fox orated into his headset.

"Affirmative, TSF, stand by for uplink to Pack Leader," the controller at Eastwood replied.

In the few moments of silence as Fox waited for the uplink to establish, he leveled off his Arwing at about one kilometer over the surface of Katina. Now, the dusty plains and the low, rocky mountains of the planet could be seen up close, blurring past the fighters at supersonic speeds.

There was an abrupt, slight crackle on the comlink, and then Fox could suddenly hear a surprisingly familiar-sounding raspy voice assuring, "Just hang on, guys. It looks like we've got some help headed our way."

Fox linked the StarFox channel to the current uplink with the familiar voice. Far up ahead, a huge pyramidal structure appeared just over the horizon, matching up with the dispatch point on his radar display.

"Squadron command, TSF leader TSF-1, identify," Fox requested.

"FOX!" the raspy voice called jovially, "You made it! It's been a while, man!"

Fox's jaw dropped in shock, his eyes wide.

"_Bill_?!" Fox exclaimed in disbelief.

"Major Bill Grey at your service, StarFox!" Bill Grey acknowledged over the comlink happily.

As the pyramid came closer and closer, Fox throttled his airspeed down to a subsonic 740 kilometers per hour, as dozens of white and green Comet fighters swooped through the sky like a swirling tornado cloud over the pyramid of Fort Eastwood.

"Hey, Bill!" Slippy greeted happily over the comlink.

"Nice to see you again, Bill!" Peppy remarked, pleasantly surprised.

"Peppy, Slip, great to see you guys too! Long time, no chill," Bill returned.

"I…I never even made the connection, Bill!" Fox stammered, and an astounded grin stretched across his muzzle, "I don't believe it!"

"Hey, you'd be surprised at how good I got once I stopped screwing around at the Academy," Bill presented in a teasing, jovial tone, "Didn't have much to do _except_ study when you just up and left!"

Fox laughed to himself as the Arwings did a fly-by of the large pyramid, a deep smile on his face.

"Did I miss somethin'?" Falco inquired, "Who is this guy?"

"Old friend," Fox smiled warmly, "Ever since we were six--"

"All squadrons, Eastwood base," the controller interrupted, "Inbound contact, repeat, inbound contact, multiple units inbound from sector Delta-Echo-Niner, all squadrons engage, repeat, all squadrons engage."

There was a faint alarm in the cockpit as dozens of white dots appeared on Fox's radar display, coming from the southeast.

"This is Pack Leader," Bill commanded, "Dogs, we have weapons free. Bulldog unit; Husky unit, form up and fire at will, fire at will."

"You heard him, guys," Fox directed, "Break up and take it to 'em."

The Arwings broke formation, banking hard to the southwest as the flock of Comets swirled around over Fort Eastwood before swarming to meet the dots on their radar.

Far up ahead, Fox saw what could've been mistaken for a cloud at first, only to realize that it was nearly a hundred Venomian Invader II fighters, beetle-like rhombus-shaped craft with a pair of blade-like fins at the rear of its top and bottom sides. The horde of Invader IIs blossomed apart, swarming out to meet StarFox and the Cornerian Army fighter squadrons.

Fox began tapping the fire button the second they came within range, the twin cannons of his Arwing spitting out paired blasts of rapid-fire laser bolts that tore into the gaggle of enemy ships by the handful, blasting nearly a dozen out of the sky before they'd even managed to give off a shot. Fox's luck seemed to run out with that first free shot, as the fighters unleashed thin green laser blasts that rained down on the Arwing.

Fox jerked the joystick to the side, barrel rolling and flaring the shields, reflecting the laser fire away from his fighter as he climbed into the air, blasting his way through several more Invader IIs. The Arwing curved around, and now Fox could see the chaotic storm of Invaders and Comets as they buzzed around each other so thick that it was nearly impossible to tell one from the other. He sped back into the fray, peppering a pair of Invader IIs with laser fire before diving fast to avoid a collision with another wing of enemy fighters.

Fox leveled off, his Arwing blasting overtop the pyramid of Fort Eastwood, taking out a trio of Invader IIs only to have another three take their place moments later.

As Fox blasted the fighters apart, one of the stray laser blasts from the Arwing's cannons just barely missed one of the Comets as it soared through the air. He frowned as he curved back around and blasted another fighter out of the sky as it began to tail one of the Comets.

"Shit!" Peppy cursed, "I think I hit one of our guys!"

"It's hard to tell the good guys from the bad here!" Slippy yelped.

"Just watch your fire and keep it in close," Fox instructed, pulling up hard to avoid another buzzing Invader.

Fox held down on his firing button, powering up for a charged shot. The Arwing's computer locked onto an Invader almost instantly, picking one of the dozens out of the air at random. Fox released the shot, watching the green blob zigzag through the air before slamming into the Invader and blowing it apart in a flare of green.

"Try using charged shots and nova bombs; anything with the targeting computer," Fox instructed, "It can tell the difference between us and them."

The Arwings soared amongst the swarming fighters, their noses glowing green as the laser systems charged up the shot.

"Say cheese!" Falco snapped, a charged shot ejecting from his Arwing and blasting apart a wing of four Invader IIs.

Slowly, the number of enemy fighters began to lessen as more and more were blown out of the skies, the combined force of StarFox and Bulldog and Husky squadrons holding their own against the superior numbers of Venom.

There were only about four white dots on the radar screen, surrounded by the multitude of green dots and the four different arrows that represented the Arwings of Fox's teammates, within a matter of minutes.

Fox began to line one of the fighters up in his crosshairs, just as a green laser bolt seared through it and sent it flaming into the ground. A heavily modified white and green Comet fighter roared past Fox.

"Just like WarGames when we were kids, huh, Fox?" Bill laughed.

Fox merely smiled and unleashed paired laser blasts on the other two fighters, watching them explode into nothing against the cloudy bluish sky of Katina.

"Yeah!!!" Slippy yelled.

The radar was cleared of all enemies.

"You've become quite a pilot, Fox," Bill complimented, "You clearly got over your fear of flying, at least."

"You haven't done so bad yourself," Fox replied coolly, "Bulldog and Husky unit, I'm surprised, Bill."

"Eh, that's me," Bill shrugged, "Full of surprises."

"All squadrons, Eastwood base," The controller announced, "Hostile assault craft inbound from sector Delta-Echo-Niner, all squadrons intercept."

"Pack Leader, all squadrons," Bill commanded, "Full throttle to intercept; it should be coming up just behind Mount Blood, take it down before it reaches the base!"

The Comets scattered and formed up into a massive V-formation, speeding ahead towards a large mountain about three kilometers away. The StarFox Team automatically followed.

Fox looked at his radar display, seeing the vaguest edge of a large, circular craft on his display. It was only an approximation of the size, but it was freaking _huge_.

The arid landscape sped by below them, the rocky slopes of Mount Blood sweeping away until the fighters reached the peak and they saw it.

Amongst the fifty-four fighters massed in defense of Corneria, every pilot let out a gasp of awe as they beheld the Venomian assault craft.

"Holy God…" Falco croaked in dread.

The _Saucerer _floated before them like a twin brother of Mount Blood, an eight-kilometer wide, thick black disc that slid ominously through the air over the mountain.

Never before had such a craft been fielded in planetary flight, the sheer scale of the craft compared to the planet's surface below making its grand size much more obvious than the much larger starships in orbit.

"We're supposed to take _that_ down?!" Slippy cried.

"Or else it's going to blow all of Tombstone away!" Bill growled.

"No time for hesitation," Fox commanded, "Just blast the damn thing apart!"

The Arwings pulled into a stiff dive towards the craft as the fifty Comets flocked past, their crosshairs locked onto the broad top of the assault craft.

"Arm the smart bombs and fire!" Fox commanded, pressing down on the joystick button.

From each Arwing soared the red cone shape of a smart bomb, four red trailing projectiles that converged into the near center of the _Saucerer_. The bombs hit and exploded with a near-blinding hue of blue and orange, the greenish bubble of the assault craft's energy shields becoming visible as they rippled from the force of the blast. The _Saucerer_ buckled ever so slightly, but continued to sail over Mount Blood, in the direction of both Fort Eastwood and the city of Tombstone.

"All squadrons, Eastwood base," the controller informed, "Multiple units deployed from hostile assault craft, engage only in self-defense, repeat, engage only in self-defense, continue interception of enemy assault craft."

From beneath the _Saucerer_ at each quarter of the enormous craft, dealt wave after wave of Invader IIs that screamed up through the air to meet the large formation of Cornerian fighters.

The Invader IIs let off a stream of green laser blasts that tore into several of the Comets, blowing them to shreds as the remaining pilots began to panic and break formation.

"Shit! Engage!" Bill snapped, the Comets scattering apart as the Invader IIs attacked them from below.

The StarFox Team broke apart without a word and went to engage the new waves of Venomian fighters, Fox gunning his Arwing less than fifty meters over the top of the _Saucerer_, the various grooves and details of the assault ship blurring by as he approached the stream of fighters coming up from under the saucer.

Fox began tapping the firing button, sending dozens of paired laser blasts across the edge of the _Saucerer_, each time destroying an Invader II that swooped out from under the edge.

The Arwing soared past the edge of the _Saucerer, _and Fox called into his headset, "Bill! The launch chutes for the fighters are on the underside of the _Saucerer_! If we fly under it we can blast the fighters before they get a chance to form up!"

"We'll also have less than a kilometer between the ground and the bottom of the ship to maneuver!" Bill argued, "It'll be like trying to fly inside a box!"

"Yeah, but it'll be just like that for them, too, and I'll bet we're the better pilots!" Fox shouted.

"I'll take that gamble," Bill agreed, "All squadrons, Pack Leader, break off, repeat, break off and maneuver to the assault craft's underside at full speed."

Above Fox, the flock of Comet fighters dove towards the edge of the _Saucerer_, leaving a cloud of Invader II fighters behind without an enemy.

"StarFox, get under the _Saucerer_ and keep your bombs ready to launch," Fox commanded, jerking his stick around and pushing forward, the fighter craft lurching downwards as it screamed towards the darkened area of shadow under the large assault craft.

He watched his radar, the white dots representing the Venomian fighters trailing the green Cornerian ones as they scrambled for a single side of the assault ship to dive under.

"Those fighters are going to be coming after our guys as soon as they clear the underside; I want them to run full-force into a volley of bombs," Fox commanded.

The sun disappeared, and there was an odd sort of twilight as the Arwing flew under the _Saucerer_, with the slopes of Mount Blood contrasted against the thick strip of sky and the pressing black disc above.

Far ahead, Fox could see three bright blue lights of engine fire as the other three Arwings glided under the saucer craft, blasting in the opposite direction to meet him.

"You going to be able to form up with us in time, Fox?" Peppy inquired as the Arwings quickly began to close the distance.

Fox looked down at the radar, seeing the green dots already beginning to switch position, flying underneath the _Saucerer _with the Invader IIs in pursuit.

"Cut your speed so you don't overshoot them," Fox commanded, "I'll try to turn around before they get under with us."

The other three Arwings were still bearing down close to him, despite their decreased airspeed, as Fox banked his Arwing to the left. He suddenly throttled all the way down and gave a quick pulse of the gravity brakes, stalling the Arwing into near zero airspeed, watching as the tilt of the fighter induced a tight banked turn on the axis of the left wing, doing a flat 180-degree half spin. Fox yanked the throttle up and heard the Arwing's engines shriek back to life, and he jerked the stick to the right, pulling it out of the spin as the other three Arwings soared past.

Fox leveled off and pulled up, approaching behind the other Arwings as they spread out their formation to make room for him.

"Now that was just showin' off back there," Falco prodded gruffly.

"Not now," Fox chided, throttling down to maintain speed with the others as, up ahead, dozens of Comet fighters were swarming under the rim of the _Saucerer_.

"All squadrons, TSF-1," Fox informed, "Break formation down the center line once you're under the assault craft, stay clear of TSF line of fire."

"Rodger, TSF," Bill responded, "All squadrons, Pack Leader, comply with TSF command, stay clear of firing solution."

More and more Comets began to rush under the _Saucerer_, and Fox could read on his radar that almost all of them were through, the Venomian fighters close behind. A last few buzzed under the craft, one of them struck by green laser blasts and destroyed just as it began to loop underneath.

A few Invader II fighters were now visible, raining down from overtop the assault craft.

"Wait for it," Fox ordered, the Arwings zooming closer to the fighters.

The cloud of Invader IIs became thicker, increasingly more rushing under the craft and barreling towards them.

The Arwings were closing the distance between the swarm of fighters, less than a kilometer now as nearly three dozen now began to rush the _Saucerer_'s underside.

"Now!" Fox snapped, stabbing his thumb into the button.

The StarFox Arwings unleashed their smart bombs in unison, a quad of red cones that penetrated the Venomian formation. The proximity fuses activated, and four massive explosions tore through the air, forming a wall of fire that consumed fighter after fighter that flew into it.

The Arwings dove to the ground, banking back around to the Cornerian fighters, away from the blast of the nova bombs. The explosions began to dissipate, leaving less than ten Invader II fighters left out of the masses from before. The Comets began to wipe them up as Team StarFox flew to join the main group.

Above them, the _Saucerer_ had all but cleared Mount Blood, nearly leaving them behind. The Comets and Arwings flew towards the assault craft's center, many flying just a few hundred meters over the peak of Mount Blood as they chased the _Saucerer_'s underside. Up ahead, Fox could see the pyramidal shape of Fort Eastwood once again.

"We've got to slow it down," Fox commanded, "Fire another bomb at it!"

Fox lined up the crosshairs on the ship above him, unleashing a smart bomb from the magazine. It and three other bombs detonated in harsh blasts against the hull of the _Saucerer_, the green shield bubble once again becoming visible and rippling with stress. The shields flickered a bit, and the fires of the smart bombs finally reached the hull itself, blasting apart some superficial layer of the hull. Fox fired his lasers into the assault craft, only to watch them absorbed by the reformed shields.

"We're just not causing enough damage," Peppy growled.

"All squadrons, Pack Leader," Bill ordered, "Just keep shooting at the fucker! Bring those shields down!"

The Comets swirled and then pulled up, each pelting the _Saucerer_ with laser fire, all of which was absorbed by the ships powerful shields.

Without warning, four large chutes suddenly dropped from the _Saucerer_'s underside, one at each quarter of the large disk, and fighter after fighter began to soar out of each chute to engage them.

"God dammit, here they come!" Falco cursed.

"Break up and do what you can to take them out," Fox commanded, "Bill, if Eastwood has any bomber squadrons, tell them to get them in the air!"

"This is all we've got!" Bill snapped.

Fox cursed, then pulled up on the stick and flew into the swarm of Invader IIs as the launch chutes began to close back into the _Saucerer_. With each press of his trigger button, a Venomian fighter exploded in a flash of fire, only to have another one take its place.

"There's no _end_ to these bastards!" Peppy barked.

Fox barrel rolled to the side to avoid colliding with a group of Comet fighters, then blasted another two Invader IIs out of the sky, then blinked and realizing that he'd clipped a Comet fighter as well. As Fox gritted his teeth in frustration, he suddenly heard Slippy's frantic voice over the comm.

"Guys! I've got about six of these psychos on my tail and I can't shake 'em! Get me out of here!" Slippy panicked.

Fox stared at his radar and followed the bright green arrow representing Slippy's Arwing, ducking and dodging through the chaos of the battling star fighters. Just through the distance, he could see Slippy's Arwing being trailed by a half dozen Invader IIs, which delivered blow after blow to Slippy's weakening shields.

"Hold on, Slip!" Fox called, "Turn towards me and pull into a dive!"

"I'm trying!" Slippy cried.

Fox got a clear shot at the pursuing fighters, then tapped down on the firing button and pelting them all with paired laser blasts. Three Invader IIs fell to the ground in flames, another two broke off the chase, while the final one landed a direct hit on Slippy's right wing. The Arwing bucked, its shields clearly damaged, and Fox destroyed the Venomian fighter with another laser blast.

"You're damaged, Slippy, get out of here!" Fox ordered.

"I can still fight!" Slippy argued.

"Leave, Slippy, we don't have time for bullshit!" Fox roared, "That's an order!"

A moment passed, and then Slippy responded in an aggravated tone, "Disengaging."

His Arwing broke off and soared away from the fight, disappearing as it soared up from under the _Saucerer_.

"We're down to three of us now, how many bombs do we have?" Fox inquired.

"I've got two left," Peppy informed.

"One," Falco responded.

"I've got two," Fox said, "Peppy, when you get a shot at a large group of fighters, lock on and take 'em out with one of your bombs. Save the last one to use on those launch chutes when they open back up. Check your fire and try not to hit any of our guys."

"Good idea, Fox," Peppy replied, pulling his Arwing into a hard left bank, blasting apart a group of Invader IIs with a hail of laser fire. A single Cornerian Comet fighter, caught amongst the crossfire, went smoking towards the ground, the pilot engaging his ejection seat and bailing out before the Comet plowed into the dirt.

Fox dove through the fray, just barely missing a wing of fighters (he hadn't the time to tell which side they were on) that zoomed across his canopy, scanning the clouds of fighters that swarmed around him for an adequately large group of fighters.

He spotted a squadron of about five Invader IIs bearing down on a pair of Comets, and engaged his targeting computer. The crosshairs locked onto the center fighter, turning red as the lock was confirmed, and Fox pressed the firing button.

The nova bomb lanced outwards from the nose of the Arwing, turning slightly blue as it reached the center fighter and detonated, taking the large group of fighters with it. Across the field of battle, Fox could see another detonation as Peppy's bomb destroyed another wing of fighters.

The _Saucerer_ then slid through the air surprisingly fast, performing a sort of pirouette on its center axis and positioning itself right over Fort Eastwood. Fox and dozens of other fighters found themselves left behind, no longer in the shade under the massive assault craft.

With a hydraulic whirring that was almost audible to Fox, the four launch chutes dropped from the bottom of the _Saucerer_.

"The hatches are open, Fox!" Bill called, "It has to be now!"

"Falco, take the south chute; Peppy take the east," Fox snapped quickly, "Bill, you get the north one!"

Fox slammed his throttle into a full boost, rocketing towards the assault craft's south launch chute, lining up his target with the open launch bay and the fighters that were buzzing out of it. He pressed the button one more time, a nova bomb blasting forth from the Arwing's bomb magazine, which seared through the air and pierced the magnetic shields over the launch bay.

Three massive detonations could be seen at three ends of the _Saucerer_'s underside, a trio of sub nuclear explosions that tore apart three of the assault craft's launch bays. The launch chute was a smoking, fiery husk of what it once was.

In the distance, at the other side of the ship, Fox could see a handful of Comet fighters pelting the last launch chute with dozens of laser blasts, to the point where the chute withdrew back into the underside of the _Saucerer_.

"That should even the odds a bit," Fox smirked.

His smile soon developed into a frown of dread as the center of the assault ship began to split apart into eight sections. The center of the bottom of the ship unfolded outwards like a flower in bloom, with eight petals that now opened up towards the ground. From the center of these petals extended a large, stinger-like spindle that pointed directly down at the Fort Eastwood pyramid.

"All squadrons, Eastwood base, energetic alarm," the controller called, somewhat frantically, "Enemy assault craft's power levels increasing in magnitude beyond Eastwood base shield capacity. All squadrons eliminate threat, priority one, repeat, priority one!"

"It's gonna fry the entire base!" Bill yelled.

The _Saucerer_'s shields were gathered around the spindle, to the point that they were visible even without being hit. There was no way any star fighter lasers could hope to pierce them in time.

"We're all out of bombs," Fox said, distressed, "Hurry! Everyone just hit it with everything you can!"

The Comet fighters began to mass, ignoring the several Invader IIs that still swarmed around the air under the craft, blasting into the shields around the particle beam cannon to no effect. Fox flew towards the spindle, tapping the firing button on his stick as hard and as fast as he could, every shot dissolving into nothing against the powerful energy shields. With a sudden intensity, the spindle began to glow an eerie greenish blue, with crackling arcs of plasma hissing out of its end.

"Fox, we've got to clear the area, or we'll get taken out with the base!" Bill yelled.

"Doesn't anyone have any goddamn bombs?!" Fox snarled with rage.

"Aren't you guys _forgetting_ someone?" a high-pitched voice teased over the comm.

In the distance, a single fighter swooped under the _Saucerer_, dodging laser blasts and enemy fighters left and right with a barrel roll and a hard dive.

"_Slippy_?!" Peppy called, dumbfounded.

"You got it, Peppy!" Slippy called.

"You armed, Slip?" Fox demanded.

"And ready, Fox! Just keep these guys off of me until I can give 'em their warhead-shaped surprise package!" Slippy affirmed.

Fox laughed with joy and surprise, forgetting just a moment the gravity of the situation. The particle cannon, growing ever brighter, brought Fox back to reality.

"You heard him, everyone!" Fox announced, "Let's make a hole for Slip!"

The three Arwings of Fox, Falco, and Peppy formed up and began firing into every Invader II between Slippy and the center of the _Saucerer_, as Slippy's Arwing screamed towards the large, glowing particle cannon.

"I'm locked on, guys!" Slippy yelled.

"Don't fuck this up, Slippy!" Falco called.

"For the last time, Falco…" Slippy growled, "SHUT UP."

A single red blob tore out of the nose of Slippy's Arwing, leaving a crimson trail behind it as it pierced the shields of the _Saucerer_ and crashed into the large, glowing spindle.

The bluish-green glow disappeared amongst the orange explosion, and the large ship above trembled as fiery cracks of red began to spread from the center of the ship outwards.

"It's going down!" Bill called, "All squadrons clear the area!"

Every Comet and Arwing simultaneously pulled into full throttle, rocketing their way out from under the ship as a loud rumbling could be heard from above. The orange light of the setting sun greeted them all as they blasted out from under the shade of the large black disk, as it drifted almost drunkenly away from the Fort Eastwood pyramid.

Fox throttled down and banked to the right, seeing the shaking, crumbling _Saucerer_ out of the corner of his canopy.

Inside the large assault craft, Commodore Madeline Zira closed her eyes as her ship fell apart around her.

There was a large, blinding white flash of light that blocked out all view of the _Saucerer_ for an instant, then the huge craft began to droop towards the ground almost slowly, like a wilting flower. It took a few seconds for the large black disk to reach the ground, sinking into the brown dirt amidst clouds of dust and fire before coming to an abrupt halt, and there was another blinding white flash of light. When the flash and the dust clouds finally cleared, all that remained of the once-mighty _Saucerer_, the spearhead of the Venomian invasion force, was a burning, scorched husk sticking halfway out of the ground.

"HAHAHA!!" Bill yelled, "You did it!!!"

"Great job, Slip!" Fox congratulated with a smile.

"Damn fine work, Slippy!" Peppy called.

"All squadrons, Eastwood base," the controller called, audibly happy, "Affirmative, target is destroyed. Come on home, boys, come on home."

The Comets all swirled into formation, heading back towards the pyramid.

"Fox!" Bill called.

"What's up, Bill?" Fox called, prepared to fly the Arwing back up to the _Great Fox_.

"Get your asses down here and celebrate with us!" Bill demanded, chuckling "We just stopped the fucking Venomian fleet!"

Fox grinned, and then said into his microphone, "Everyone come in for landing at Fort Eastwood. There's a few dogs down there that owe Slippy a beer."

"Now we're talkin'," Falco muttered.

"Eastwood base, TSF-1, request clearance to land," Fox inquired.

"Roger, TSF," the controller said, "You are cleared for immediate approach at landing bay 94, east side. You've got a lot of grateful people down here."

* * *

Fox smiled, leaning against the nose of his Arwing and watching from across the hangar bay as a crowd of Cornerian pilots joyously surrounded Slippy Toad, talking amongst each other and patting the frog on the back. He'd never seen Slippy look so happy before.

"His lucky day, huh?" a slightly raspy voice said.

Fox looked over to see a scruffy-looking American Bulldog with grey fur leaning against the Arwing's wing casually.

"Lucky day for everyone," Fox answered.

Bill Grey had grown almost a foot taller since Fox had last seen him, his brown eyes somewhat harder than they had been before. He wore the bars of a major well.

They had already seen each other and hugged, and now that the initial euphoria of victory and reunion had faded from them, they were now free to just talk in private, away from the celebrations of the others.

"Yeah, but Slippy doesn't get many of those, does he?" Bill inquired.

Fox shook his head.

"No, most of the time I'm sure he feels like the weak link, which is why I think today was good for him. It made him feel needed. I think it helped _us_ realize how much he's needed, too," Fox said softly.

"If he's the weak link, why'd you choose him for StarFox?" Bill inquired.

Fox shrugged.

"His father's position at Space Dynamics meant that we got good deals on equipment from them. Plus, Slippy knows engineering like no one else. When you've got to have someone messing around with the machines that keep you alive up there, what better person to have than someone who not only knows what they're doing, but is a childhood friend? He may not be the best _inside_ the cockpit…" Fox said, "But as far as _outside_ and all around it, I wouldn't take anyone else."

Bill nodded lightly.

"Peppy's a given, what with his experience and his relationship with General Pepper," Bill said, "But what made you chose Lombardi?"

Fox looked across the hangar, past the celebrating pilots to see Falco, leaning against the ferroconcrete walls with a can of Luath Draft beer in his blue-feathered hand and an indifferent smirk at the corners of his beak.

"Falco's not like us," Fox said, "He never learned military discipline or how to fly at the Academy, like you or me or Peppy. He taught himself how to do it. Everything Falco learned came from the space gang that he grew up with. Peppy said we needed another pilot that would bring something else to the table. Someone that could think outside the box. That's Falco. You, me, Peppy, and even Slippy; when we're faced with a problem, we try to figure out some way around it. Falco figures out some way to crash right _through_ it. Sometimes it doesn't work. Sometimes it's exactly what we need."

There were a few moments of silence between the two of them, as if Bill couldn't think of what to say.

Finally, the canine said, "After you left the Academy, Fox… I never even got a call. In all that time, did you ever really….?"

"What?" Fox inquired after Bill trailed off.

Suddenly, Fox understood the unasked question that Bill hadn't been able to say out loud: _Why didn't you ever call _me_? Why didn't you ever ask _me _to be part of StarFox_?

When they were kids, Bill had idolized James McCloud and StarFox just as much as Fox himself had. Whenever Fox and Slippy and Bill would get together and play, they would all pretend to be members of StarFox, replacing James and Peppy and Pigma as the next generation.

Bill was well within his right to ask, "why not me?" when Slippy and Fox both got to live out their childhood fantasies. Even though the question hadn't actually been vocalized, the matter remained in the air.

"I was training a _lot_ with Peppy during that time, Bill," Fox explained, hurriedly, "I didn't even speak to Slippy until about a year and a half after leaving the Academy. When we were putting together the team, the whole point was to have each member add something new, and keep the team compact enough to function effectively. Peppy had the experience and military connections. Slippy had his technical knowledge and corporate hook-ups. I had the birthright and the flight training. And Falco had the talent and creativity that Academy training can ignore or destroy. We had all we really needed. And I knew you would be fine."

There was more silence.

Fox didn't explain the other part of his reasoning. In truth, Bill was a different person back then. He was irresponsible. He was lazy and passive. Fox had no idea that Bill could be the person, the leader that he'd seen flying through the air today. And maybe Bill wouldn't have become that person without Fox passing him up. But at the same time, Fox couldn't help but wonder, what if? What if he had given Bill a chance, instead of just assuming that he would remain the carefree, underachieving pup he'd been in sophomore year?

For the first time, the idea began to truly haunt Fox.

"You were amazing today, Bill," Fox said quickly, looking into his eyes, "You've become a leader and a pilot like I've never seen. The Army's lucky to have you. StarFox would be lucky to have you, too."

Bill smiled distantly.

"I guess that counts for something," Bill nodded with a light shrug.

Fox tried to hide the slightly guilty feeling in his gut.

Before he could say something else, Bill said, "It was great to see you after all this time," then patted Fox on the back and walked off to join his pilots. Fox thought he should say something, but Bill was out of earshot before anything came to mind.

Fox swallowed, and looked out the opening of the hangar bay into the Katina sunset.

They had won today. They had won big.

But Fox couldn't help but feel that he'd lost something as well, and only just realized that he'd lost it long ago.

He sighed and joined the celebrating pilots, grabbing a beer.

It didn't help as much as he'd hoped.

* * *

I hate to end it on kind of a solemn note, but I thought I needed to add some depth, after nearly an entire chapter full of pure action. I wanted Slippy to have a moment of glory, (he doesn't have many), and I thought about how, if Bill is such a great pilot, and Slippy is such a crappy one, why Fox would've chosen Slip for StarFox and not Bill. Then I realized that there was more to it all. StarFox isn't just a mercenary group. They still need people to keep it running, like Slippy does, and they need to keep it small as well. Plus, I think it adds something aside from just happy-go-lucky friendship to Bill and Fox's relationship if there's a bit of rejection and distance between the two as adults, even though they were practically brothers as kids. Sorry it took so long to get this one out to you; it was surprisingly hard to write a chapter that takes place almost entirely in Fox's cockpit. The next chapter should be much quicker-TU.


	6. Hello, My Nemesis

AUTHOR'S NOTE: Don't worry. This is NOT the second half of the story. Since I wanted to include both the Battle of Katina and the Incident on Fichina in my "Middle of the War" part of War Stories, this shorter part acts as a bit of a bridge and a build up to the second part, and will give an emotional set-up for what will happen next. By the way, at this point, it will really help if you've read my previous story, "Cubs," a lot of which is referenced in this story. And as a side note, yes I know that, in the game, you can't go to Katina _and_ Fichina (you have to pick one). But don't you _want_ StarFox to, anyway? I think yes. Say hello to Wolf again for me. We've missed him.

* * *

**-Hello, My Nemesis-**

The entire world reeked of shit, and fumes, and death, and decay. A spider's web of lightning tore across the acid green sky amongst black clouds that choked out the sun. The soupy, oily myrtle-colored seas churned like the bed sheets of a child in the throes of a nightmare.

The night was hot as hell.

It was fitting for Zoness, which had become a hell brought to life.

In an event that was considered the formal beginning of the Lylat War, the Venomian Army had launched a surprise attack on Zoness six months ago, essentially crushing all of the Cornerian Defense Forces after three weeks. Corneria formally declared war in response to one of their colonies being invaded. In response, Andross ordered the commencement of Operation: Water Rot, in which the heavily populated Eastern Ocean of Zoness (along with the hundreds of islands and stilt-cities within its boundaries) were intentionally polluted with billions of tons of crude petroleum oil and toxic waste. The result had turned nearly an entire half of the once-paradisiacal island-dotted planet into the diseased, rotting wasteland of the present. The billions of unintelligent (along with hundreds of millions of intelligent) life that swam in the seas of Zoness died horrible, poisoned deaths in the toxic oceans, the stench of their decaying bodies mixing with the fumes of the oil and poisons in the water to produce a horrible odor that made it moderately dangerous to breathe the air outside. The fumes created storms and clouds that suffocated the planet, not only trapping the odors but trapping heat as well, making for an almost constant, unbearable swelter that only propagated the stink.

Though he wasn't necessarily bothered to a great deal by the moral implications of poisoning an entire world, and thus most of the life on that world, it did seem to Wolf like an _awful_ waste to go to all of the trouble of conquering a planet, only to systematically defile it.

Slouching on the luxurious sofa that dominated the center of the plush room, glancing out with disinterest at what once was a probably breathtaking ocean vista; Wolf gave off a sigh of boredom as an industrial oceanic freighter sailed through the choppy seas towards the dozens of offshore weapons platforms and depot stations that had been constructed in the distance. Their current residence had once been the Archimedes Hotel, one of the most posh and expensive hotels on Zoness. The hotel was located in the heart of Dreiberg, the capitol of Zoness' Eastern Ocean region, a city mounted entirely on a network of huge stilt structures that spanned nearly fifty kilometers long. The Archimedes had been converted into the administrative headquarters and command officer's barracks for the occupying Venomian Army. Team StarWolf had graciously been given one of the hotel's presidential suites, a lavish room with four queen-sized beds, a full kitchen and a luxurious common room all decked out in grey carpets and dark green walls.

After StarWolf's air campaigns over Macbeth and Zoness and their heavy participation in the Battle of Aquas, the Venomian mercenary team had been stationed in a standby role at the Archimedes for the past month during the Easton Offensive. Unlike the bombed-out, nearly ruined stilt-cities of Aquas or the complex megacities of Macbeth with their networks of resistance cells, Zoness was relatively peaceful, mainly because the inhabitants had been scared stiff by the implications of Operation: Water Rot. The native enhydras, also known as sea otters, were fearfully cooperating just to prevent their species from going extinct, nearly two billion having already died in the oceans. The other inhabitants, land dwellers on the islands, were far too few to ever hope to stand up to the Venomian forces.

Which meant that the past month had been one of total boredom, in which Wolf had been forced to sit back in this same room as news of the failing offensive came back and command continued to neglect deploying them. Since one needed a respirator or rebreather to go outside, Wolf had been essentially cooped up in the hotel.

_For the entire month_.

Wolf thought he might shoot the next person that came through the door, just to create some excitement. Looking around, no one else seemed to be as bored.

Andrew Oikonny sat in his red and yellow flight suit at the other end of the couch, typing a message on his comlink, possibly to another female officer that he hoped to sleep with. Andrew had no shame when it came to bringing up the fact that he was Andross' nephew, whether it was getting preferential treatment from command staff or getting sexual favors from female officers. Of course, Andrew's lineage didn't amount to jack shit in the cockpit, and he was doubtless the least skilled pilot in StarWolf. Every day, Wolf found it progressively harder to restrain himself from hurting the whiny little bastard.

At a table behind the large sofa, Pigma Dengar sat typing a field evaluation on his portable personal computer. Pigma always did any paperwork that StarWolf was required to file, regardless of the fact that he almost always gave himself more credit in the hopes of getting more money. Pigma's accounts of every other StarWolf member besides himself were dead true, so Wolf didn't care that Pigma inflated his own resume. Wolf had grown to respect Pigma somewhat in the past two years, despite still harboring some disgust towards him for his betrayal of James McCloud, whom Wolf had idolized as a fighter and as an enemy before Andross had killed him. Pigma did have a bit of flying experience, and he was a devious, ruthless tactician, even a little more so than Leon and Wolf themselves. Despite this, Pigma was clearly blinded by his own self-interest, and Wolf trusted the pig about as far as he could throw him. Given that Pigma weighed about twice as much as Wolf, this wasn't very far.

At the far corner of the room, patiently standing next to the kitchen counter was Leon Powalski, building a triangular tower with kabufuda cards. In a slow, measured movement, Leon placed the first two cards of the seventh level of his card castle down, withdrawing his hands and giving a stoic smile that the castle remained standing. Leon had barely changed at all in the time since StarWolf's formation, still unpredictably ruthless and cold towards everyone but Wolf. Leon shared Wolf's scorn for Andrew, however he seemed to have developed a certain understanding with (or at least an understanding _of_) Pigma that Wolf didn't have. Where Wolf couldn't quite remember Leon ever really speaking to Andrew in a social context, he did occasionally share a few words with Pigma. But Wolf remained Leon's only real friend, and the same could be said vice-versa.

As far as Wolf himself was concerned, he didn't really have a right to complain. He had both fear and respect amongst his peers in the Imperial Venomian Army, considered one of the best fighters in and out of the cockpit, and didn't have to worry about the bureaucracy or the chain of command that the rest of the Army dealt with. StarWolf reported only to General Maximillian Zaius, the strategic commander of the invasion force, or to Andross himself, both of which always gave them the most vital of assignments and paid them handsomely. Of course, that was until a month ago. Why StarWolf hadn't been deployed to assist in the offensive, Wolf couldn't figure out. The rumors that a reformed Team StarFox had appeared only made Wolf more anxious and impatient.

All sorts of things, from rage to boredom to anticipation had built up inside Wolf, and there was no outlet for any of it. If Andrew got on his nerves in this state, Wolf doubted his own ability to control himself.

"A penny for your thoughts," a slightly high-pitched voice inquired in a cold monotone.

Wolf didn't even have to look around to know that it was Leon sitting on the armrest of the couch.

"Wolf has _thoughts_?" Andrew teased slightly from the other side of the sofa.

"Fuck yourself, chimpo an' stay outta' my business!" Wolf snapped, baring his teeth, "You're not part 'a this conversation!"

Andrew swallowed nervously, his face a little pale.

"God, Wolf, it was just a joke…" Andrew covered nervously.

"Ya' see me laughin'?" Wolf demanded.

Andrew shook his head quickly, looking very small.

"Then it wasn't a very good joke, was it?" Wolf retorted, raising his eyebrow.

"I guess not…" Andrew whimpered, looking back down at his comlink.

A moment passed, and Wolf looked over his shoulder at the chameleon sitting on the armrest to his side.

"What's wrong?" Leon asked.

"What do ya' _think_?" Wolf replied with a growl, "We're just _wastin'_ away here."

"Try being patient," Leon said bluntly, "Don't get worked up over something meaningless."

"Hard not to when there's nothin' else ta' focus on," Wolf rumbled, "It's like we're _useless_ right now."

"It doesn't have to be a bad thing," Leon shrugged.

"What?" Wolf demanded in an angered tone.

"Remember what you said to me about understanding myself?" Leon inquired, "If I can't change who I am, don't worry about it? Just try to see the value in what is happening, Wolf. There is no such thing as a good time or a bad time, there's just _time_. It all just plays a part in what's to come later."

"_What?_" Wolf repeated, now somewhat confused.

Leon blinked for a second.

"There's this story I remember about a Zen master and a little cub," Leon said, "There's a little pup and on his 14th birthday he gets a speeder bike. And everyone in the village says, 'How wonderful. The cub got a bike.' And the Zen master says, 'We'll see.' Two years later the cub falls off the bike and breaks his leg. And everyone says, 'How terrible.' And the Zen master says, 'We'll see.' Then, a war breaks out and all the young males have to go off and fight... except the pup can't, because his leg is broken. And everybody in the village says, 'How wonderful.' And the Zen master says--"

"We'll see," Wolf interrupted, remarking sarcastically, "Great story Leon; real insightful."

"It means that you can find a purpose for everything, and that nothing is permanent. Yes, you might feel bored and useless now…" Leon shrugged. A moment later, a beeping communications transmission sounded on the holoprojector in the center of the room.

"…But we'll see," Leon remarked, giving off a rare smile.

Wolf looked from the holoprojector, to Leon and back again, scoffing.

"You _planned _that," Wolf said almost mockingly.

"We'll see…" Leon remarked.

"Cute. You gonna get tired 'a sayin' that?" Wolf asked, getting up from the couch, grabbing his long brown duster and slipping his arms into the sleeves.

"We'll see," Leon repeated.

"Cut it out!" Wolf growled gently, laughing a little bit, "You're startin' ta' piss me off."

Leon became silent and regarded Wolf with a surprisingly warm look. As soon as Wolf's eye met Leon's, the chameleon's face reverted to its default blank coldness.

Andrew put his comlink away and got up from the couch, and Pigma closed the screen of his computer, scooting his chair back to get out of it.

The buzzing of the suite's doorbell sounded, contrasting with the dull beep of the holoprojector.

"Somebody get the door. Damn, we're gettin' all sorts of attention _now_," Wolf muttered, then bared a claw towards Leon and menaced, "Don't say it."

Leon flashed Wolf another smile.

Pigma waddled to the door with a grumble, pressing the button to allow entry. Wolf stared over his shoulder as the doors slid apart, and a metallic black skeletal droid with an insectoid head stepped forward into the suite.

"Oh, great," Wolf grumbled slightly.

"**It is a pleasure to see you, too, First Lieutenant O'Donnell**," IG-N 96 intoned in his scratchy, sophisticated voice as he strode into the room.

"It's _Commander_ now," Wolf corrected gruffly.

"**Statement: Please forgive me**," the droid remarked, "**It's simply so difficult to tell; it does not appear that a promotion has improved your manners to any degree, despite any skill you may have developed**."

Wolf rolled his eye and let the remark slide. His occasional dealings with Andross' sarcastic emissary droid were always a chore. For whatever reason IG was here, Wolf hoped it was short. At the same time, he couldn't help but get some satisfaction out of their verbal squabbles.

"**Inquiry: Are you going to answer that transmission, **_**Commander**_** O'Donnell, or just stand there listening to the ring all day?**" IG-N 96 inquired haughtily.

"Shut up, IG," Wolf snapped, "System on."

"**Receiving transmission**," the holoprojector responded.

The cone-like display lit up, projecting a flickering image above its peak. After a moment or two, a vague rectangular shape of grey polygons approximating a face appeared, with diamond-shaped orange eyes and an angular black mouth.

"**Team StarWolf**," the face said in a digitally-altered voice.

Everyone in the room, including IG-N 96, kneeled and bowed their heads in reverence.

"Your Highness," Wolf rumbled in a subdued tone.

The true face and voice of Emperor Andross was no longer broadcast or seen by anyone but the closest military advisors and government ministers. The official excuse was for security purposes, but rumors abounded that Andross had been assassinated and replaced by General Zaius or someone else. There were other rumors that Andross was performing some sort of experiment or procedure on himself. They said he was trying to become a god.

Either way, this digital representation was all that Wolf had seen of Andross for the past few months.

"**The assault on Katina has failed**," Andross' digital voice hissed.

_Well, you know why _that _is_, Wolf thought to himself. Bulldog and Husky squadrons may have been able to hold off the regular cannon-fodder pilots of the Imperial Venomian Starfleet, but StarWolf would've slaughtered the Cornerian Army units guarding his home planet of Katina. Whoever it was that didn't deploy StarWolf on Katina, he hoped they were being executed for their failure.

Wolf resisted the urge to scratch the space behind his left ear, where the strap of his eye patch was slightly irritating the bottom corner, but he knew better than to move or speak unless directly spoken to in the presence of the Venomian Emperor.

"**A new enemy has appeared. One that could affect the progress of the war**," Andross warbled, "**Team StarFox.**"

Some of Wolf's hair stood on end. His heart rate increased with anticipation.

"What is your wish, My Lord?" Wolf inquired, stifling his excitement.

"**Intelligence indicates that the Cornerian Fleet is massing at Sector Y. We expect that they will invade Aquas fairly soon. StarFox has been sent alone to recover the Cornerian Defense Outpost on Fichina, and to locate and destroy our weapons research station in Sector X**," Andross instructed, "**Team StarWolf will prevent StarFox from retaking the Fichina outpost. You will intercept and destroy StarFox.**"

"By your command, Your Majesty," Wolf responded, grinning. His muscles tensed with pleasure.

"**StarWolf will be acting independently on this assignment**," Andross said, "**The **_**Nostromo**_**-class space cruiser **_**Lone Wolf **_**is at your command. You will be alone aside from the **_**Lone Wolf**_**, your Wolfens and the forces we have guarding the hostages at the outpost. Our intelligence regarding the current movements of the StarFox mother ship **_**Great Fox**_** is at your disposal, as well as the information we have been able to gather regarding the members of Team StarFox.**"

Wolf couldn't have asked for anything better.

"Your Majesty," Wolf inquired expectantly, "Who's leadin' Team StarFox?"

"**The son of James McCloud: Commander Fox McCloud**," Andross answered curtly, "**Do not fail me, Wolf O'Donnell**."

The grey, polygonal face disappeared as the transmission ended.

Wolf rose to his feet, a grin full of sharp teeth on his face.

He'd been waiting for this day for more than two years.

He finally had an enemy, a worthy opponent to take down. Or at least he hoped.

"I wus wonderin' when I'd get to see ol' Peppy again," Pigma chortled deviously.

"We're in the big leagues now, Wolf," Leon remarked.

Wolf couldn't think of anything to say. His mind was racing. The thought of being in the cockpit and facing down the best that the Lylat System had to offer…it was Wolf's dream come true. He clenched his fist tight, his grin smoothing out into a roguish smile.

"**The Emperor has put me at your disposal, to assist you and act as the robotic operator of the **_**Lone Wolf**_**, since I doubt any of you have much experience at the helm of a capital ship**," IG-N 96 informed them.

Wolf's smile disappeared as he looked over at the droid's insectoid head and thin yellow photoreceptors.

"**Trust me, Commander O'Donnell, the idea of spending my time trapped on a starship at **_**your **_**command is just as offensive to me as it is to you**," IG responded, "**Personally, I would rather jam a fork into my power socket, however my programming does not permit me to self-terminate**."

"I'd be happy ta' do it for ya'," Wolf shrugged, "What're friends for?"

"**Response: That may be one of the most clever, and yet most predictable things I have heard from you, Commander**," IG retorted, "**Do you have any more, or was that little gem at the limits of your capability?**"

"You got no _idea_ what th' limits a' my capability are," Wolf snarled, "Maybe ya' should consider that, and th' fact that I'm the only one on this team that knows anythin' about mechanics or electronics. If you get damaged, _I'm_ th' one that's gonna be messin' around inside you."

"**Once more, Commander O'Donnell, your logic and harshness prove surprisingly unsettling. To some extent, I must admit to an almost paradoxical admiration amongst my disdain for you**," IG-N 96 replied.

"Maybe the fact that ya' like me a little is what makes ya' _hate_ me so much," Wolf smirked.

"**Response: That was somewhat insightful, Commander. Likewise, I am beginning to think that you may enjoy arguing with me to some level, as well**," IG sent back.

Wolf's smile deepened a bit.

"I'll never tell," Wolf huffed.

After a moment of IG and Wolf staring at each other, Leon piped up and directed, "IG, show us the information on the _Great Fox_'s movements."

"**As you wish, Lieutenant Commander Powalski**," IG-N 96 replied, approaching the holoprojector and pressing several buttons.

The projector flickered for a while, and then projected a large display of the entire Lylat System, stretching out almost three meters wide.

At one end of the display was Venom and the other planets of the Verona Sub-System; at the other end was the Cornerian Sub-System. Near the center, glowing almost rose-colored was the red dwarf star Solar. Over at the Oesté Sub-System, from the brownish planet of Katina stretched a bold blue line, with a dotted line that stretched to the Kragg Sub-System planet of Fichina.

"**Currently, the **_**Great Fox**_** is progressing at maximum warp towards the Kragg Sub-System**," IG explained.

"We'll never reach them in time," Leon explained, "Oesté is closer to Kragg than Triton is. At maximum warp, they could be there in what…three days?"

"**Approximately**," IG answered.

"Wait a minute," Wolf argued, "You're not thinkin' in astronomical terms, Leon. At Katina's current position, Oesté's right in between it and Kragg. Ya' can't go at maximum warp through a star, or even past one the size of Oesté. Tha' gravity would interfere with the warp drive an' tha' safety systems would slow the ship down ta' sublight speeds. An' the straightest route leads 'em past Solar… which _we _control. They'd have to go the other way, towards Corneria, then curve around a bit to avoid the blockade at Solar."

"**That is correct, Commander O'Donnell**," IG agreed, "**I would speculate that such a route would take them approximately five days at best speed**."

"Now, what _we_ can do," Wolf explained, "Is much simpler. At Zoness' position around Triton, we could take a straight shot right behind Solar towards Kragg. Ain't that right, IG?"

"**Such a route is within the secure zone of our control. Depending on the precise vector plot we chose, such a route would take us perhaps four to five days at maximum warp**," IG informed.

Wolf gave off a single grunting laugh.

"We should get there around tha' same time as they do," Wolf nodded proudly, "Start packin' up ta' leave. We're goin' huntin'."

Everyone nodded and began to gather their belongings. Wolf stood still, staring out towards the hellish landscape of Zoness, the defiled vista leaving him un-phased. He could practically feel the pilot stick in his hands and hear the screaming of engines, the rush as he flew his Wolfen in battle with Fox McCloud.

Wolf had wanted to face James McCloud, his idol and childhood hero, his entire life, only to have it snatched away from him by Andross' ruthlessness.

He had been forced to wait for what seemed like an eternity to face James' son.

He prayed that Fox McCloud had grown into some pale imitation of James, an enemy worthy of the challenge.

Either way, he was going to finally live his dream of becoming the best in all of Lylat.

"Don't disappoint me," Wolf growled softly.

He turned on his heel, his duster swirling after him with a swish of his tail, and prepared to leave.

* * *

The entire galaxy zoomed by at twice the speed of light, giving off a fantastic light show as thousands of stars streamed by like a rain of laser fire all around the ship. In comparison to the visual feast viewable out the huge panoramic window on the bridge of the _Great Fox_, the bridge itself was filled with nothing more than the sounds of silence. The vague hums and beeps of the computer workstations were barely audible to Fox as he reclined in the faux nerfskin upholstery of the _Great Fox_'s captain's chair, gazing outside as the universe streamed past.

ROB-64 sat quietly at its workstation, plugged into the USC socket that allowed the robot to single-handedly operate the ship, Fox being the only living thing on the bridge. Slippy was down in the hangar deck, repairing his Arwing from the damages it sustained over Katina, while Falco was napping in his quarters. Peppy was also in his room, apparently having a hologram conversation with his daughter, Lucy.

Fox looked away from the relativistic warp outside, down to the armrests of the captain's chair. The armrests were well-worn, with slight impressions left by elbows larger than his.

Fox's father had sat in this same chair. He often found himself wondering the things that might've gone through James McCloud's mind as he sat where Fox now sat. How his father would've done something, and how different things must've been back then.

James McCloud founded the original StarFox at age thirty, after eight years in the military and three more years of traveling throughout Lylat to learn as much as he could about fighting and everything else. James McCloud's StarFox had lasted for nine years before his death, during which he became a renowned hero throughout Lylat.

Fox had re-formed StarFox at age eighteen, after barely two years at the Cornerian Flight Academy and two more years of training with Peppy Hare after his father died. And now, Fox was trying to fight an interstellar war, something that his father never had to worry about.

Things had gone well for Fox so far, surprisingly well, but he still couldn't silence that voice in the back of his head asking, _who do you think you're trying to fool? _

James McCloud would've found fighting in the Lylat War difficult. Fox was trying to do it at almost half James' age, with less than half his experience and with a bigger team to manage. Sure, they had skill, but other than Peppy, they were all just a bunch of _kids_.

His father had skill, too, a lot more than Fox. And that didn't stop Andross from killing him.

Fox wanted to be an optimist and believe that maybe they might be able to make a difference and do some fraction of what his father could've done to help, but there was a part of him that wouldn't allow it.

Because if someone were to ask Fox, "How do you expect this to end?" his answer remained the thing that scared him the most: He didn't know.

They were in uncharted territory, making things up and improvising as the unknown future, the entire galaxy it seemed, shot towards them faster than the speed of light.

What would come next? Fox didn't know.

How would it end? He didn't know.

Would he survive it? He didn't know.

With a slight hiss, the automatic doors of the bridge slid open, and Fox looked over his shoulder to see a grey and white-furred leporid in a red and black flight suit under a long white Team StarFox coat. Peppy Hare locked eyes with Fox and smiled crookedly, walking across the metal floor and taking a seat at a nearby computer workstation, turning the chair to face Fox.

"How's Lucy?" Fox inquired with a smile.

"She's good," Peppy chuckled warmly, "Still on the Dean's List. She's frustrated because she needs six more classes to graduate, and they're only letting her take _five _this semester, so she's going to have to wait a year before she can move on to graduate school."

"God, she's _twenty_, you'd think she could be patient after skipping a few grades. How many years until I have to call her _Doctor_ Lucy?" Fox remarked lightly, smiling.

Peppy laughed, his shoulders and his long erect ears shaking slightly, his eyes glistening with pride.

"Well, let's see…" Peppy mused, looking down at the floor for a moment, "For a PhD in astrophysics… about six to eight years, I guess."

"Jeez… Astrophysics… If she's got any trouble finding a job after that time, we should give her a call if we need someone to replace _ROB_," Fox trailed off, making light of it. In truth, in the back of his mind he wondered if he, and the rest of Lylat, would last eight years, or if the war would destroy them all.

As Peppy continued to smile, Fox posited, a bit more tenderly, "How's Vivian?"

Peppy looked back at the floor for a moment, his smile shrinking but not quite going away.

"The doctors still can't quite figure it out. They say it's something with her lymph nodes…and her kidneys and her liver," Peppy said distantly, "All of those organs are what filter toxins and particles out of the blood and protect the body from disease, so they think there's something in her blood that's damaging it. It's not… painful, and they're pretty sure it's not cancer, but… they just don't know."

"Is she getting worse?" Fox inquired.

Peppy shook his head, sounding a bit less restrained, "No, her condition's pretty much the same. They say that's a good sign. They just need to run some more tests."

"Send her my best," Fox said quietly, not sure of what else he could say to comfort Peppy.

Peppy nodded.

"Anyway," Peppy began, only to get cut off awkwardly by Fox with a placid, "Wait a minute. Before you get started…"

"What?" Peppy asked, his brow furrowing. The rabbit's nose twitched slightly.

"I've got a question about my father," Fox intoned quietly.

"Go for it. I'm all ears," Peppy shrugged with a wink and a gesture to the long grey ears standing erect over his head.

Fox gave a short, nearly silent laugh, then inquired, "At home, he was always so laid-back and relaxed. Even when we argued, I was always the one yelling, he just seemed to get kind of stern. He never lost his cool, it was like he always knew what to do and how to react. So my question is, when you and my dad were on an assignment… Was he always cool like that? Did he always know what to do?"

Peppy gave a crooked smile.

"Why do you ask?" Peppy inquired.

Fox's green eyes looked down in hesitation before coming back up and locking with Peppy's brown ones.

"It's just… I feel like I've just been getting lucky all this time. I haven't really known what to do. I've just done the first thing that came to mind because deep down I'm scared shitless that I'm going to die, and there's no time to think. And it's just been blind luck that I've gotten this far, it's not like I actually know what to do," Fox explained, "And I wanna know if my Dad was different."

Peppy chuckled before he answered, "Fox, your dad was a _master_ of playing it cool under pressure. Back in the Army, we used to call him 'Frosty'. It was just a talent of his. But after years of flying with him, and being his best friend, I realized that he was just as scared as the rest of us. He didn't always _know_ what to do. It's just that he knew more. And that sort of comes with experience. But, most of the time, he went with the first thing that came to mind, just like you. You'd be surprised how accurate your first instinct can be. So, don't worry about it, Fox. You're doing _fine_, better than anyone has a right to expect you to. He'd be proud of what you've done so far."

Fox breathed and nodded, accepting what Peppy had to say.

"So… what is it you wanted to tell me or show me?" Fox asked.

Peppy's face became sterner, and he swallowed briefly.

"There's something we've got to talk about, so that you're prepared to face it. Things were moving kind of fast before, and we were lucky not to have to deal with this during the offensive, but now that it's over, I figure we're overdue, so we'd best be ready," Peppy said cryptically, pulling out a circular holodisk.

He got up and inserted the holodisk into the computer at the workstation, then pressed a few buttons on the computer console.

On the ceiling, the holoprojector display flickered to life, and suddenly a three-dimensional image was projected in front of Fox.

It showed a still image of rather grainy holocam footage, from an aerial traffic camera on Zoness. In the image were four distinctive star fighters, with four bladelike wings in the formation of an X and a horizontally split fuselage like the open mouth of a hungry monster.

"Oh," Fox growled, "_Them_."

"Yeah. Them," Peppy confirmed.

"Andross' personal hit-squad," Fox remarked bitterly.

"That's right," Peppy nodded, "They're an elite flying unit, each member hand-picked by Andross. They're not attached to any specific army or commander, and they answer only to Andross himself. Which means they can and will be deployed _anywhere_. That means they're _very_ good. Those fighters of theirs are special, too. From what General Pepper and the Commonwealth Security Bureau have been able to gather, their performance is comparable to the Arwings. Slippy's dad thinks they were reverse-engineered from the prototype Arwings that Pigma, your father and I were flying when Pigma betrayed us. So they'll be a lot more difficult to take down than the snubfighters we've faced so far. From Beltino's observations, and from general Venomian design style, they're probably faster than our Arwings, with more powerful lasers. Probably means that the Arwing can beat them in terms of maneuverability and shield power."

"Well, _that's_ good to know," Fox sighed.

"They're older than our version of StarFox, but it seems like they were developed specifically to counter us, down to the pilots themselves," Peppy informed.

"Really?" Fox remarked sarcastically, "With a name like _Star_Wolf I _never_ would've guessed."

Peppy gave Fox a look, then pressed a button.

The hologram changed to another holocam surveillance image. This time, the four star fighters were on the ground. The image zoomed in to show a quartet of figures walking away from the ships: an obese pig, a lumpy-figured ape, a lanky chameleon and a scruffy-looking wolf with an eye patch.

"We know that Pigma is a member. He was probably reserved a spot by Andross right after defecting, the bastard," Peppy cursed.

"If we ever see them, I'm going straight for him," Fox growled.

"Not before _I _get a piece of the son of a bitch," Peppy mumbled, "The ape's been confirmed as Andross' nephew, Andrew Oikonny. From what the CSB has on him, he's only had a year or so of flight training, so he's probably the weak link. More than likely put in as a propaganda tactic."

"So Slippy should concentrate on him, I'm guessing they're sort of evenly matched," Fox mused awkwardly.

Peppy nodded.

"As far as these other two, we don't have very much aside from rumors. The chameleon is Leon Powalski. He's apparently the second-in-command of StarWolf. There's evidence to suggest some sort of personality issues or mental instability," Peppy droned.

"He and Falco should get along just fine," Fox smirked, and Peppy gave a quick snort.

"Finally, there's the leader…" Peppy trailed off.

Fox looked over at Peppy, and saw him swallow and stare downwards, blinking a few times.

He seemed to be thinking or remembering something.

Before Fox could ask, Peppy continued, "His name's Wolf O'Donnell. We don't know too much about him, except…he's good. He's very good. I think we'll all need to watch out for him."

It was almost like Peppy was making an effort not to talk about Wolf O'Donnell.

"People have said a lot of bad things about these guys, Peppy," Fox murmured, "They say that they were part of the first wave of troops on Macbeth, and they bombed whole sections of Wayland just to kill civilians. That they helped out with the execution squads all over the city. They say that they helped out with Operation: Water Rot, and that they took out two _Acropolis_-class ships on their own at Aquas."

"That's what they say," Peppy answered quietly, "Which is why I think we should be on our toes. Especially with us traveling without the fleet, we're vulnerable. That makes it a lot more likely that we're going to run into these guys soon."

"I want you to tell Slippy and Falco what you've told me. Tell them about our recommendations on who should concentrate on who, as well," Fox instructed.

"You got it, Fox," Peppy nodded, getting up from his seat.

Peppy's boots clicked on the metal floor as he walked towards the door.

"Peppy," Fox said, stopping him.

Peppy stopped, turning around and looking at Fox, whose eyes were locked squarely on the hologram.

"Is it true what they say?" Fox hissed, "That he had something to do with my father's death?"

Peppy responded firmly, but in a reluctant tone, "Fox… you know what Pigma—"

"I'm not talking about _Pigma_," Fox cut off.

Peppy followed Fox's gaze, to the one-eyed wolf leading the group of enemy pilots. Peppy cleared his throat hesitantly.

"He fought your father…And he was there when it happened," Peppy answered in a hoarse, quiet tone, "That's all I know."

Fox's hand tightened into a fist, and fire burned in his eyes as he swore, "He's _mine_."

* * *

The shit's about to hit the fan. I'm excited. The more reviews I get, the faster I write. See you guys on Fichina.-TU


	7. Enter StarWolf

AUTHOR'S NOTE: I have waited SO long for this. This chapter is probably the biggest reason I had for writing War Stories. We've seen Fox and Wolf as they live their separate lives. Now watch as their paths finally collide, in a moment that will forever link them as opposing rivals and enemies. So sit back, start playing the "StarWolf Theme", and prepare to be knocked on your ass as you…

* * *

**-Enter StarWolf-**

The frozen glaciers and bloodless tundra of the icy planet Fichina stood absolutely still, the endless snow undisturbed by even the slightest brush of wind. The planet's sun, the star known as Kragg, gave off a dull yellow shine through the clouds that dotted the pale blue sky. The day was unusually calm for a world frequently ravaged by blizzards and ice storms.

The calm, magnificent desolation of the arctic landscape was suddenly disturbed as four Space Dynamics R-64 Arwing star fighters blasted through the air above and threw the snow into a series of wispy swirls.

"Make sure your blasters are charged up, I'm talking about side arms and laser cannons," Fox instructed, leading the formation, "At least two of us are going to have to actually go in there once we've taken care of whatever air defenses they've got to guard the base."

"From the information General Pepper sent us, the scientists stationed at the base along with the soldiers were drawing up plans to eventually terraform the planet," Peppy's voice came in over the radio, "Apparently, the scientists are being held hostage, along with whatever soldiers were taken prisoner, by the Venomians that have occupied the base. Fox and I are going to go inside to rescue them after we've established air superiority. I've got a pair of blaster rifles and some body armor stored in my Arwing's cargo space, while Slippy and Falco maintain air cover."

"They got any anti-air defenses?" Falco inquired.

"We covered this in the _briefing_, Falco," Fox chided.

"Hey, just answer tha' question, fuzzball," Falco shot back, "Ya' don't gotta be a fuckin' asshole."

"From the last transmission the base sent during the original attack, almost all of the surface-to-air missile sites were taken down by orbital bombardment," Fox sighed, "We'll be flying too close to the ground just in case they have missile or gun emplacements, so it'll be harder to target us. It's just what the secondary Venomian invasion force left behind to guard the place before moving on to attack Corneria, so they probably would have just enough to hold the place, rather than defend against an aerial assault. They were planning on conquering Corneria and not having to worry about going on the defensive, but we put a stop to that, didn't we? More than likely, we'll just be dealing with whatever fighters they have stationed in the outpost's hangar bays."

"From what we've been able to piece together, though, the Venomians _have_ reconstructed the early warning radar system that the outpost was equipped with," Slippy added, "So they'll probably know we're coming and be ready for us, unless ROB is able to jam the system from the _Great Fox_."

"**Currently, I have targeted the wavelength that the outpost's early warning radar is operating under. I have detected no radar signatures that would indicate the presence of a radar-guided missile or laser defense system. I am prepared to jam the early warning system as soon as you begin to enter the range of their detection**," ROB-64 informed them over the comm.

"Is jamming their system going to affect the _Great Fox_'s ability to assist and extend our own sensor range?" Fox inquired.

_Great Fox_'s function as a mother ship proved invaluable to Team StarFox operations in many ways beyond simply serving as a carrier and base of operations. Currently, the _Great Fox_ was using its own advanced radar and sensor systems to give the Arwings radar cover as a space borne warning and control system. This gave the Arwings added stealth and the ability to conserve power, since there was no need to rely on each star fighter's own sensor package to detect and track threats.

"**Negative, Fox**," ROB replied, "**At most, you may experience some slight interference at the moment that we begin jamming their warning system. Otherwise, there is little need to activate your own active radar**."

Fox nodded, glancing at the rangefinder on his heads-up display, showing that they were hundreds of kilometers away from the base, perhaps a hundred or so from entering range of the outpost's own sensor systems.

"No screw-ups on this one, okay?" Fox instructed, "This wasn't a particularly valuable target for the Venomian Army, just sort of a pit stop for them on their way to Corneria. This should be a pretty easy assignment."

"Careful, Foxie," Falco warned lightly, "Don't wanna jinx tha' whole thing."

* * *

The whitish-blue orb of Fichina dominated Wolf's view out of the cockpit as the StarWolf Team flew their Wolfens in low planetary orbit. Far behind them, a mere brown shape in the distance, sat the long, angular and boxy appearance of the _Lone Wolf_, from which they had all launched barely fifteen minutes ago.

Wolf tried to maintain his calm as he gripped the Wolfen's control stick in his paw, but it was getting more and more difficult by the minute not to spasm with excitement.

It was _happening_. After all this time, Wolf's big fight was finally here.

He closed his eye, breathed in and out, and then gritted his teeth.

He _couldn't_ lose control. Not here. Not now.

Wolf couldn't cut loose in the cockpit; if he didn't maintain focus he'd likely end up crashing or getting shot down. Flying against McCloud wouldn't be nearly as good as getting out and fighting him hand-to-hand, where Wolf could truly let out the animal inside. But it was good enough, and it would have to do.

Even still, he could practically _taste_ what he'd always wanted coming into his grasp.

"IG, what're we doin' about tha' _Great Fox_'s radar system?" Wolf inquired, fighting to stay on task rather than letting his mind wonder towards what was in the immediate future.

"**Our task force left a communications satellite in orbit before departing to attack Corneria**," IG-N 96 responded, "**I'm currently attempting to use the satellite to isolate the **_**Great Fox**_**'s radar signature. Since we're on the opposite side of Fichina from **_**Great Fox**_**, the planet itself is shielding us from detection. I'll begin barrage jamming the **_**Great Fox**_** as soon as I can pinpoint the signal. It should give you some cover and allow you to sneak up on them. Additionally, I may be able to break the encryption codes on their comlink transmissions, and allow you to eavesdrop on their conversations. Since they're probably not expecting us, the encryption likely isn't strong**."

"Sounds good," Wolf nodded inside his cockpit.

"**Well, I've held up **_**my**_** fair share of the work, Commander O'Donnell**," IG added, "**Let's hope all of you are worth the credit that the Emperor gives you. I imagine he'd be quite cross if StarFox wiped the floor with all of you and your expensive ships**."

"Oh, well ya' hear that, guys?" Wolf chirped, "I _imagine _we got ourselves a new mission. Nobody worry so much 'bout StarFox, our new job is ta' _impress_ tha' _robot_! Maybe if we do a good enough job he'll give us a gold star on our report card."

The other members of StarWolf chortled over the comlink.

"That's right," Leon added, "Crashing now results in an 'unsatisfactory' mark on our permanent record, followed by_ death_. Not to mention that, then, IG won't think we're _cool_ anymore."

Wolf laughed harder than necessary, hoping to make the remarks sting a little more, while at the same time wondering if it was possible for a robot to feel humiliation.

"Yeah, and if we're not careful he might send us to detention!" Andrew piped up.

The comm. channel went dead quiet, and Wolf leaned his head to the side, glaring with a look of contempt across the gulf of space to the Wolfen at his left.

"Way tuh be a buzz-kill, Andrew," Pigma muttered, breaking the silence.

"I thought it was funny…" Andrew retorted weakly.

"You were wrong," Leon shot down in a matter-of-factly tone.

"But yeah..." Wolf said, returning to the subject, "IG's a fuckin' twit."

The various pilots voiced their agreement.

They all went mute, waiting for a response from the automaton back on the _Lone Wolf_ and receiving none. It appeared that, for once, IG-N 96 was without a comeback.

"Aww, y'all hear that?" Wolf mocked, "I think we hurt his feelings."

"**Just shut up and do your jobs**," IG rebutted, "**Impudent meatbags**."

"Hey, that's not nice," Wolf chuckled, "That hurts, IG, right here."

"**Get your heads in the game, morons**," IG cut off, "**You're crossing into **_**Great Fox**_**'s sensor range. I'll begin jamming their radar systems. **_**Lone Wolf**_** can't provide you radar cover without broadcasting its position, so wait until you're within range before powering up your active radars. You have about twenty more minutes at your current orbital velocity before an ideal re-entry vector will put you over the outpost. I'm plotting your best course on your positioning avionics suite. Do yourselves a favor and prove me wrong. **_**Lone Wolf **_**out**."

"Alright, boys, lets get serious," Wolf growled, "Re-adjust your G-diffuser output once we re-enter the atmosphere. Everyone pick a target and stick to it. If worse comes to worse, we're lookin' at a countdown situation here, so we've just got to hold 'em off if it comes down to it. Lets show 'em why they call us tha' _bad guys_."

Wolf gripped the stick hard in his clawed hands, a microfilm of sweat coating the rough pads on his palms. He had to clench his jaw closed to prevent himself from panting with anxiety.

This was a feeling similar to what he felt just before his first kiss, his first fight, or his first fuck. He knew it was coming, but it would only come if he managed to keep it together long enough. Wolf didn't want this to be fast, he wanted to take his time, to enjoy and savor it, but the impatient beast within him threatened to swallow the moment whole if he wasn't careful. He needed to keep control. He had to harness the beast, and unleash it against the enemy that he'd waited so long for.

He needed it to be _perfect_, because now it was Wolf's turn in the spotlight. He could feel it coming.

The curtain had risen.

His cue had been given.

Enter stage left.

* * *

The Arwings screamed over the white Fichina snow, closing the distance between themselves and the occupied defense outpost.

"By tha' way," Falco inquired over the comm., "I almost forgot about this. I picked up a slice a' blueberry pie back on Katina."

"Falco, for God's sake," Fox demanded incredulously, "We're like fifteen minutes out. This can't wait?"

"No!" Falco snapped bitterly, "It was a damn good pie! I had it in tha' conservator waitin' for me, and when I went ta' get it this morning it was gone!"

"Quick, someone call the cops," Fox scoffed with a roll of his eyes.

"So you think one of _us _ate it?" Slippy inquired.

"Well it wasn't _ROB_!!!" Falco barked.

"You left a slice of pie in the conservator for five days?" Peppy examined critically, "No wonder someone else ended up eating it."

"That mean it was _you_, old man?" Falco menaced.

"No," Peppy dodged effortlessly, "I don't like blueberry. I'm just saying that, after three days or so, especially if you don't tell anyone it's yours, I wouldn't be surprised to find that someone else claimed it."

"I didn't know I had ta' write my _name _on it," Falco growled, "I expected some mother fuckin' respect around here! It's called havin' some fuckin' manners!"

"And you're just _oozing _with manners, Falco," Slippy whispered.

"Shut tha' fuck _up_, Slippy!" Falco roared over the comm., "It was probably you!"

"It was not!" Slippy argued, "I swear!"

"Of course it was Slippy," Fox submitted casually.

"FOX!!!" Slippy yelled indignantly.

"I will fuck your _world_, Slippy!!" Falco bellowed, "I neva' even got a _taste_ a' that pie!"

"I didn't do it! Fox is a damn liar!" Slippy cried.

"Sorry, Slip," Fox hummed, "Can't cover for you all the time."

"You never even _tasted _it?" Peppy inquired.

"I didn't eat his damn pie!" Slippy argued.

"You're right, Slippy," Falco snarled, "Ya' _didn't_ eat a pie. You ate a _death wish_. And tha' _second _we land, I'm gonna come over and grant it for ya!"

"I didn't do it!" Slippy professed, his voice cracking.

"How do you know it was even all that good, then?" Peppy mused, almost indifferent to the rest of the conversation.

There were a few moments of pause, in which no one really had anything to say.

"It was me," Fox suddenly confessed with a shrug.

"_WHAT?_" Falco squawked, and Fox could practically see the avian's eyes widening in disbelief.

Peppy suddenly burst out laughing, his guffaws echoing through the comm. channel.

"You prick," Slippy chuckled, laughing the whole thing off.

"Sorry, Slip, I couldn't resist," Fox grinned, shrugging as he talked into his headset, "The whole thing was just too stupid."

"No shit ya' couldn't resist!" Falco raged.

"Falco, I will buy an _entire_ blueberry pie just for you the second we get back to civilization," Fox promised, "There, now everything's fine. Lets try to focus on the mission and at least _act _like professionals."

"It's tha' goddamn _principle--_"

Falco was suddenly cut off as a faint alarm was heard inside the cockpit, and Peppy suddenly stopped laughing. Fox looked down at the radar screen to see the icons beginning to break up and multiple, pulsing readings dominating the console.

"What's wrong with tha' radar?" Falco demanded.

"We've got some serious interference," Slippy answered, "ROB, what's going on?"

"_**Great Fox**_**'s sensors are being jammed**," ROB-64 replied, "**It's being transmitted on multiple frequencies, causing interference whenever we switch to different wavelengths**."

"What tha' hell?" Falco remarked, "How's that possible? We jam them and now they're jammin' _us_?"

"**Negative**," said ROB, "**The jamming source is not from the defense outpost. Possibly a satellite in geosynchronous orbit. **_**Great Fox **_**will attempt to intercept and destroy the satellite, but we cannot provide radar coverage until that time. Recommend switch to active radar packages on Arwings**."

"Alright then, activate the onboard radars for your ships," Fox ordered, "They probably know we're coming right now, so there's no point in trying to hide. Accelerate to three thousand kilometers."

Fox cranked the throttle up, feeling the Arwing vibrate just slightly as the engines rumbled with greater power. He disconnected the radar sweep from the _Great Fox_ and activated his own active radar. The screen returned to normal functionality, however the radar range had been dramatically decreased because of the lower power of the Arwing's radar.

"See what I mean about callin' this whole thing an _easy _mission, Foxie?" Falco prodded.

"Shut up and focus," Fox retorted.

The StarFox Team seared over the sparse white landscape at more than twice the speed of sound, reaching the outer edges of the defense outpost in a matter of minutes.

"Cut your speed and switch to attack mode," Fox commanded.

They each throttled down and engaged the variable wing system, the wings pivoting forward from an arrowhead shape to more perpendicular to the sides of the Arwing.

Up ahead, amongst a group of hills and mountains they could see a series of tall observation towers. Beyond the towers, in the center of the mountain range was a huge, hourglass-shaped installation several hundred meters tall. In the foundations of the hourglass structure were several large hangar bay entrances, like small peepholes out of the massive fortification. As they approached, several large, ungainly fighters, more similar to flying tanks than star fighters, sailed out of the hangar bays and began circling the base.

"There's our welcoming committee, guys," Fox announced, "Split up and give 'em hell."

The Arwings dove amongst the small mountains and split up, Fox instantly tailing one of the weird, ungainly-looking fighters.

The Venomian fighter tried to turn out of the way of Fox's ship, moving so slow that Fox nearly blew past it before pelting it with two paired laser beams and watching it spin flaming into the ground.

"These things are freakin' pathetic," Falco complained.

"They look like Invader I fighters," Slippy informed, "They're the earliest Venomian fighter development. They were designed more for troop transport than air-to-air combat."

"Whoever bags tha' most pussy-fighters buys a new pie for me," Falco sneered.

"What if _you _bag the most pussy-fighters?" Slippy posited.

"Then we _each _have to buy a pie for Falco's fat ass," Fox quipped.

"I don't got a problem with that," the avian smirked in reply.

The air around the defense outpost was soon swarming with Invader Is, which glided through the air almost without resistance to the StarFox Arwings.

As he tailed a pair of the Invader I fighters, Fox gave a jerk of the control stick to the side as a single green laser bolt flashed from the fighter's back. Fox tapped the firing button twice, each time hitting an Invader I fighter and blasting it out of the air.

Fox swooped upward, and gave out a gasp as a single Invader I fighter nearly collided with him in midair. He pulled further back on the stick, pulling the Arwing's nose all the way up until it jabbed straight into the sky, rocketing overtop the fighter and blasting high into the air over the outpost. He pulled the stick further back, inverting the Arwing into a loop. Just before the Arwing completely inverted itself, Fox could've sworn that he saw what looked like a group of four falling stars in the distance. He paid it no mind as the Arwing dove towards the ground, pulling up on the stick to get an angular dive and unleashing a hail of laser fire on a formation of Invader I aircraft. Half a dozen Venomian fighters crashed into the ground.

Fox's Arwing swooped back up as it neared the ground, continuing to engage another fighter that became visible out of the corner of his eye.

"One of these guys isn't bad, Fox," Peppy agitatedly remarked, "Mind getting them off me?"

Fox broke off pursuit and followed his radar picture to the red arrow on the screen, seeing Peppy's Arwing with a single Invader I in hot pursuit. Peppy was headed on a straight collision course with Fox, the two bearing down on each other at hundreds of kilometers per hour.

"Break off!" Fox shouted, and Peppy's Arwing barrel-rolled to the side, the shields flaring and absorbing a laser shot from the Invader I fighter. Now nothing was between Fox's laser cannons and the Venomian ship. Fox tapped the firing button twice, unleashing a pair of green laser bolts directly into the fighter's cockpit. The fighter blossomed into an orange explosion, its twisted wreck sloping up, then down into the snow-covered planet surface.

Fox pulled his Arwing up hard, screaming into the air and banking back around towards the large outpost.

"Hey guys…" Slippy called, "Why are so many ships coming out of the base?"

* * *

Wolf could overhear them through his own comlink, the aerial acrobatics of their fighters just barely visible around the defense outpost far below. IG-N 96 had managed to pinpoint the Team StarFox frequency, and all of StarWolf was now switched to it, operating on strict radio silence until Wolf's command.

"Because they're _attacking_ us, Slippy," Fox McCloud replied in a gently sarcastic tone.

The sound of McCloud's voice did not send the chills up Wolf's spine that he'd expected. It wasn't exactly the calm, warm voice of James McCloud. This was the voice of a kid, not quite as confident or deep as the original McCloud's had been.

It was a bit of a disappointment.

"No, I mean seriously, they're not attacking us," Slippy Toad said, "They're trying to _escape_."

"He's right, Fox," Peppy Hare agreed.

Wolf noted the slight hoarseness in Peppy's voice that had increased since the time Wolf had briefly encountered him on Venom. He smiled a bit, and silently saluted the StarFox Team member for training someone for Wolf to fight.

He was no longer anxious. Wolf was calm, and he was ready. He hoped McCloud was ready, too.

Wolf throttled down to attack speed.

* * *

Fox glanced left and right out of the Arwing's canopy, noticing that several Invader I fighters were, indeed, flying away from the base instead of engaging them.

"I guess we got 'em runnin' scared," Falco enunciated.

"**Negative, Lieutenant Lombardi**," ROB-64 corrected over the comlink, "**Intercepted Venomian radio transmissions indicate that most personnel are evacuating. Evidence suggests that an antimatter bomb has been planted at the base**."

Fox's eyes widened.

"They're going to blow the base and take the hostages with it!" Peppy sounded.

"**Transmissions indicate approximately fifteen minutes before the bomb explodes**," ROB warned.

"Alright, we've got fifteen minutes to clear the air and take care of the bomb!" Fox yelled.

From out of nowhere, a guttural, drawling voice rumbled over the comlink.

"Can't let you do that, _StarFox_," the voice snarled.

Fox's heart skipped a beat, his blood ran cold. A small alarm on his radar display showed a quartet of black arrows approaching from the west. Fox looked in the direction, almost blinded by the afternoon sun, but he was still able to make out a group of VenCom B-35 Wolfen star fighters bearing down on them.

"Andross has ordered us to take you down…nice and _slowly_," a high, manic voice intimidated.

The four Wolfens screeched into the area, their engines echoing with the sounds of a wounded animal as they suddenly broke formation.

"Hey, Peppy!" a belching, odious voice called, "Long time, no see, buddy!"

Fox realized that he knew this voice, and his hand clenched around the throttle control with rage.

It was _Pigma_.

He barely noticed as a dull, reedy voice declared, "Andross' enemy is _my_ enemy!"

Fox gunned the Arwing forward to the mountain range forming the boundary of the outpost, yanking the control stick back towards his chest.

_This is it, isn't it?_, Fox thought to himself, _This is StarWolf_.

As the Arwing screamed back around to initiate the fight, Fox directed into his headset microphone, "Stick to the plan guys. Take them out so we can disarm the bomb."

Instantly, Fox beheld a single Wolfen screaming towards him spitting red laser blasts from its mouth-like split fuselage. He frantically shoved the control stick to the side, barrel rolling defensively. The shields flared and the laser blasts bounded off harmlessly, the opposing fighter rocketing past in a flare of green engine fire.

"C'mon kid, is that all ya' got?!" the gruff voice demanded.

Instinctively, Fox knew that this _had _to be Wolf O'Donnell, and his eyes narrowed sharply in remembrance of what Peppy had told him about the StarWolf leader.

Fox kept a sharp eye on the black arrow representing O'Donnell's fighter, diving the Arwing down and swooping around the large base structure of the outpost. The Arwing soared upwards, the Wolfen star fighter in view, and Fox tapped the firing button as his crosshairs lined up with the enemy ship.

A chain of paired laser bolts erupted from the Arwing's cannons, lancing into the Wolfen. At the last moment, the Wolfen spun around in a barrel roll of its own, the green laser fire reflecting off of the flared shield energy. The Wolfen's engines erupted in a boost of speed, soaring away from Fox and daring him to follow. Fox slammed the throttle up and flew back into his seat as the Arwing's engines blasted forward in pursuit. Up ahead, the Wolfen suddenly turned and banked in a broad turn, then blasted back towards him. Fox instantly pressed the firing button again, watching the Wolfen spin into another barrel roll that dispersed Fox's shots.

"Keep that weak shit outta here!" Wolf bellowed, firing a laser blast that struck Fox's left G-diffuser.

Fox choked as the Arwing rattled with the impact, and the Wolfen blasted just over his canopy, so close that the screams of the ship's engines were deafening even through the Arwing's soundproofing. Fox checked the damage, seeing that the shields were holding at 90%, and banked the Arwing back around to chase Wolf.

_Peppy was right_, Fox thought, _This guy is _good.

The base and the other star fighters flitting through the air were practically invisible to Fox, the only thing he saw was the inside of his cockpit and the Wolfen in the distance.

The Arwing shot onward, bringing the Wolfen into range, watching as the fighter swerved in broad zigzags from left to right, spoiling Fox's ability to get a clear shot. As soon as Fox would fire, the Wolfen would be in a different place, out of the line of fire.

"You _sure _you're StarFox?" Wolf goaded, "I'm not convinced. Sure as hell ain't _impressed_."

Fox gritted his teeth in anger, pressing down for a charged shot and watching the power levels climb up. The targeting computer turned red, locked on to the weaving star fighter, and Fox released the button. A green blob of energy hurtled out of the nose of the Arwing, zooming into the back of the Wolfen.

The Wolfen's engines howled and left a green trail as the fighter tore straight up into the sky, dodging the charged shot and breaking the lock.

Fox scanned the skies above, getting only a glimpse of the Wolfen as it looped over his cockpit and leveled off right behind the Arwing.

The star fighter was suddenly rocked with a pair of laser impacts, jolting Fox in his seat as he gunned the craft down to dodge the attack.

His shields were now at 72%.

"Fox! I can't shake this guy!" Slippy cried.

Keeping his eye on the black arrow representing O'Donnell's fighter, Fox boosted the Arwing away, keeping low to the ground and watching as the Wolfen overshot him more than two hundred meters above.

Finally able to speak, Fox yelled, "Falco, can you help Slippy out?!"

"Not a chance," Falco denied, "The lizard's givin' me about as much leeway as I'm givin' him; he'd fry me."

"Shit," Fox cursed, blasting the Arwing into a frustrated U-turn.

O'Donnell's Wolfen soared past at point-blank range, close enough that Fox could just see a grey blur sitting in what must've been the pilot's seat.

"Where do ya' think you're goin'?!" Wolf demanded hotly, however Fox ignored him.

He boosted under the sloping overhangs of the outpost building, where he could see Slippy's Arwing relentlessly pursued by another Wolfen.

"Go back to your lillipad, pond scum," the dull-voiced Andrew Oikonny quipped, pelting Slippy's rear with a crimson laser blast.

Oikonny didn't even seem to take notice of Fox's ship hurtling towards his flank, at least not until Fox began tapping the firing button over and over again, unloading a barrage of laser fire onto the enemy Wolfen.

Oikonny gave off a high-pitched wail and pulled straight up. He didn't seem to know just where Fox's attack had come from, and thus hadn't really dodged Fox effectively. The Arwing flashed upwards, unleashing more green blasts of energy that wobbled the Wolfen into a smoking frenzy.

"Where the fuck ARE you guys?!?!?" Andrew screamed frantically, banking to his right, still not evading Fox nearly enough to make a difference.

Fox lined up his crosshairs with the glowing green engine thrusters of Oikonny's Wolfen, firing two more shots into the fighter's rear. The Wolfen shook some more, one of the four thrusters winking out, ejecting nothing but a trail of black smoke.

"Fuck this! Fuck _all_ of you!" Andrew yelled, "I'm not going to fucking _die _here!!"

The Wolfen gave off a pathetic burst of engine fire and then rocketed into the sky, out of the scene with a tail of brownish-black smog in its wake.

"Andrew's bugged out, everybody," Pigma's bloated voice announced.

"Big surprise there," Wolf O'Donnell huffed.

"Fuck yourself!" Andrew roared.

"Fuck _your_self," Wolf mimicked.

"NO, _fuck yourself_!" Andrew screamed, "My uncle's the FUCKING EMPEROR of Lylat, so you can take your attitude and shove it up your ass!"

All that Fox could hear after that was Wolf's unnerving, cackling laughter over the comm., a sound that was somehow troubling and maddening at the same time.

"Now that _that_ little drama's over, it's prob'ly proper that we even the odds. Whuddya say, Peppy? How about I finish what I started two years ago?" Pigma chortled.

Fox's jaw clenched with dread.

Peppy's urgent voice came out over the comlink, "Slippy! Fox! He's right on my ass!"

_No_, Fox thought, staring with hate at the black arrow chasing the red arrow on his radar, _He's _not_ going to take someone else from me. _

* * *

As Andrew Oikonny retreated, cursing the entire way, Wolf O'Donnell was gripping the control stick of his Wolfen and getting progressively more disappointed. Not only was Fox McCloud less-than-impressive; he wasn't even fighting Wolf directly anymore.

What kind of fucking showdown _was _this?

Whatever happened to the good, old-fashioned male-to-male duel he'd been waiting for? Wolf would _not _be ignored.

McCloud's Arwing blasted across the sky, zooming through Wolf's field of vision towards Pigma Dengar and Peppy Hare. In the distance, just over the mountains, Leon sparred with Falco Lombardi, the two ships diving and rolling around each other in a stalemating, aerial ballet. They seemed to be evenly matched. And Leon seemed to be getting the fight that _Wolf _deserved.

"Get back here, ya' little bastard! Fight me!" Wolf snapped, banking his ship after McCloud.

There was no response from the StarFox leader, which only further infuriated Wolf.

As his fighter leveled off, he could see McCloud's Arwing ducking around the large outpost building, and further away Pigma's fighter chasing Peppy.

A series of laser blasts rained down on Peppy Hare's fighter, shaking the blue and white spacecraft as it dodged through the air in vain.

"All those times we flew together, Peppy," Pigma snorted, "Did yuh _ever_ see it comin'? I know _James _didn't! He fuckin' _told me_."

Wolf felt his stomach churn with revulsion, and he seriously considered letting McCloud take a few shots at Pigma before intervening.

"You're the whoring shit of the _world_, Pigma!" Peppy spat defiantly in the face of death.

"You're _right_," Pigma jeered, "I _am _the shit of the world. But let's see if I give fuck-all about it when I'm living and you're dead."

A pair of laser blasts erupted from Fox's Arwing, barely missing Pigma's Wolfen. Pigma pulled up into a broad loop and Fox overshot the both of them, unable to close the angle in time.

Pigma completed the loop as Peppy Hare swept into a hard bank to the left, still partially exposed to Pigma's line of fire. Two more scarlet beams of energy shot forth from Pigma's laser cannons, each pounding into Peppy Hare's right wing. Peppy pulled into a stiff turn, hoping to outmaneuver Pigma until he could circle around and return fire. Pigma was perhaps mere seconds from having Peppy lined up once again.

Wolf paid them no mind, gunning after Fox, who was pulling up into a half-loop Immelman turn in order to get back on Pigma.

Wolf pressed down on the firing button, watching the rapid-fire laser cannons spit a stream of vermillion laser blasts at his enemy's ship. The Arwing spun into a rapid barrel roll, slapping away the bolts with its shield flare and then booming past Wolf.

Wolf cursed and pulled the stick back hard, pulling into an Immelman turn of his own, half-looping upwards and then rolling his ship right-side up.

Fox's Arwing was closing fast on Pigma, but Pigma's line of fire was already on Peppy's ship. Peppy's Arwing spun into a barrel roll that protected it from all but the last laser blast that Pigma unleashed, striking Peppy's right G-diffuser and producing a thin trail of grey smoke.

"I can't take much more of this, Fox!" Peppy yelled.

A third Arwing streaked out of nowhere, squarely hitting Pigma in his lower left wing with a pair of verdant laser beams.

"Get away from him!" Slippy Toad shouted, his Arwing blasting across the sky.

Pigma broke pursuit only enough to avoid more shots from Slippy, re-establishing the chase as soon as the amphibian's fighter blazed past.

"You're still a _babysitter_, Peppy!" Pigma goaded, "It doesn't matter that you've taught the rug-rats how to fly, you're just an old fart watchin' the kids."

Fox seemed to be doing a better job of avoiding Wolf by trying to shoot at Pigma than he had when actually fighting Wolf.

Two more shots from Pigma onto Peppy's Arwing resulted in a small, blossoming explosion, and the Arwing jerked through the air as part of its right G-diffuser blew off.

"HAHAHA!" Pigma snorted, "That reward's as good as mine!"

"You son of a bitch, no!" Fox screamed, his Arwing blasting forward and finally closing the distance required to line up the best shot. Dozens of paired laser bolts punched into Pigma's rear, causing the fighter to swerve and jiggle through the air.

Pigma's Wolfen gave a short half-spin, then zoomed away off Peppy's tail.

"I'm alright, Fox, just keep him busy long enough for me to get out of here," Peppy Hare thanked, "I'm hit pretty bad; I can't stick around. Sorry guys, good luck!"

Peppy's Arwing yawed 180-degrees and took off into the sky, trailing black smoke and blue engine fire. As Peppy retreated, Wolf had the perfect opportunity to take a shot at the StarFox Team member, but he passed it up with a shrug.

_That's twice ya' owe me, old man_, Wolf thought.

Up ahead, Fox continued his pursuit of Pigma Dengar.

* * *

Pigma's Wolfen continued to evade Fox, the obese swine snorting with laughter and irking him on the entire way.

"Let's see what yuh got, Fox!" Pigma shot out, "Last time I saw yuh in an Arwing, it didn't work out too well!"

Fox dug his fingernails into the stick, gripping the controls angrily. How many times had Fox seen Pigma growing up, in his house, with his _father_, acting like he was an actual person worth the oxygen he was snorting down? He'd seen it for almost nine years of his life, almost as far back as Fox could remember James McCloud. It was like Pigma's betrayal tainted every happy memory of his childhood, all of the goodness being sucked out by the ugly truth underneath. This fucking swine had been the catalyst for ruining his life, making it possible for others to do the damage that Pigma hadn't done himself.

He needed to _die_.

"We TRUSTED you!" Fox roared, tapping the firing button, missing by what felt like millimeters as Pigma pulled into a tightening turn, "We fucking TRUSTED you!!!"

"Yeah, and look where it got yuh!" Pigma shot back.

Fox screamed with rage, finally able to line Pigma up and blasting him twice, each impact giving Fox a little more satisfaction. He barely even heard Wolf O'Donnell yell, "I _said_ fight me!"

Fox's Arwing was suddenly rattled by a pair of laser impacts that stunned him out of his rage and reduced his shields to 49%.

"If ya' keep this up, you'll be seein' your dad real soon, kid," Wolf snarled over the comlink, "Especially since you're nowhere _near_ as good as he was."

The fire inside Fox died, a new mix of fear and hate rising up within him. There seemed to be something almost childish in going after Pigma, when the ones most directly responsible for his father's death were people like Wolf.

Wolf chuckled darkly.

"That got your attention, now, didn't it?" O'Donnell sneered.

Fox broke off from behind Pigma, soaring into the air with his eyes locked onto the third black arrow remaining on his radar.

The arrow was flying away, now perhaps a kilometer past. Fox's radar suddenly lined up perfectly with the signature, and he looked up ahead to see the distant Wolfen suddenly loop around and head straight for him.

"Alright, kid, let's see if ya' can play with tha' big boys," Wolf rumbled, his star fighter suddenly blasting forward.

"Do _not_ call me _kid_," Fox hissed through bared teeth, cranking the throttle up and feeling the cockpit rumble.

The two ships rocketed towards each other at near supersonic speeds, closing the distance to less than half a kilometer in a matter of seconds.

"Don't play chicken with me," Wolf menaced, "I don't blink."

"Neither do I," Fox returned.

"Only one way ta' find out," said Wolf.

The two fighters sped into each other and fired at point blank range, creating a rain of green and blue laser beams that crisscrossed between each other. Fox jerked the control stick into a barrel roll, the world spinning around him as the shields flared, and time seemed to slow down as the Wolfen suddenly came horrifically close. Locked in its own shield-flaring barrel roll, the lethal ship had no intention of backing down from Fox's challenge, and it suddenly became clear that it was too _late_ to swerve away, too late to avoid a collision between the two star fighters.

_Well that was pretty stupid_, Fox thought to himself, possibly the last thought that would go through his head, and then closed his eyes.

The screech of impact was different from what Fox expected, a crackling scream of energy and a thundering boom like a pair of rocks being smashed together, accompanied by the force of being punched forward by momentum. The pilot's harness stopped Fox from flying into the transparisteel canopy at hundreds of kilometers per hour, tearing into his shoulders and whiplashing his face down into his chest violently before the inertial compensators could neutralize the motion in the cockpit. He could feel the impact in his teeth, feel them stressing nearly to the breaking point; had Fox's tongue been touching his jaws at the time, he would've bitten it off from the impact.

Fox threw his head back up to look out the cockpit, without enough time to wonder why neither him nor the ship were in a thousand pieces, and beheld the snowcapped ground rushing up to meet the Arwing.

Fox yanked the stick back as far as it could go, digging it into his groin as the engines screamed and the airframe groaned with the stress. The inertial compensators robbed the stiff, sudden climb of nearly all sensation, aside from the rattling sound of the ship as it tore desperately through the air. It was only after the Arwing had resumed safely climbing that Fox heard the raucous laughing over the comlink.

"Wahhahahahaha!!!" Wolf hooted, "Now _that_ was original! Show me what else ya' got!"

Fox's nose wrinkled in disgust at his enemy's jubilation. There was something very _wrong_ with this dog.

He quickly realized what must've happened: The shield energy that the two star fighters had built up during their respective barrel rolls was exponentially greater than the shield generators were regularly capable of. The purpose of the particle induction gimbal that flared the shields during barrel rolls was to allow the Arwing to survive short periods of heavy fire without the need for heavier shielding that would detract from performance. With both the Arwing and Wolfen engaged in energized barrel rolls at the time of impact, the energy of the opposing shield had repelled the other away, rather than allowing the two fighters to actually touch. It was sheer dumb luck that had smiled on the both of them, and Fox thought for an instant that it would've been smarter to just break off.

Still, it had stopped O'Donnell's jeers for the moment.

Fox leveled off and scanned his radar, observing the black arrow of the Wolfen coming up right behind him.

Fox cursed and yanked the stick to the side, diving diagonally downwards and to the left just as a series of red laser fire flashed through the air.

The Wolfen screamed into a broad turn outside Fox's dive, and Fox saw his opportunity, deciding to take it. He tapped on the gravity brakes to kill his airspeed just enough to turn as tight to the right as he needed, then slammed the throttle into full barely a hundred meters over the ground. The Arwing came back up just as the Wolfen reached the apex of its turn, the dorsal side exposed vulnerably before Fox. Fox pressed down on the firing button with relish, watching the green laser beams spit out of the cannons and punch into the Wolfen.

Wolf's fighter shook slightly, then barrel rolled and climbed diagonally upwards past Fox, cutting off any possible opportunities to take another shot.

"Let's see ya keep it up, kid," Wolf prodded.

Fox didn't respond. He only thought about James McCloud, and how this petty thug had something to do with his destruction. It made it so much easier to focus on flying rather than Wolf's taunts.

Fox pulled back on the stick and followed the black arrow on the radar into its turn, soaring just over the hourglass-shaped defense outpost. Far ahead, the glowing green engines of the Wolfen could be seen at the corner of his canopy. Fox recalled what Peppy had taught him during combat lessons: use your craft's capabilities to your advantage. The Arwing had greater maneuverability. It could out-turn the Wolfen in most situations.

The fighter climbed after its enemy, pulling into a tighter turning angle with a firm grip on the control stick. As the two ships blasted higher into the sky, the Arwing began to close the angle between its guns and the Wolfen's rear.

With a roar of the gravity brakes, the Wolfen suddenly halted and stalled in the air, twisting around and then blasting into a dive towards the ground in the opposite direction of Fox's climb. Fox shoved the stick forward to level the fighter off, watching the radar as the Wolfen flew out of visual range, diving to the ground and turning into the opposite direction of Fox's stiff path. Fox dove back down to intercept his enemy, taking the silent invitation to fight. As the Arwing sped to the ground, Fox pulled the stick into a graceful turn so that he'd be on another collision course with Wolf as soon as he completed the dive. Fox swooped down, wrapping around the outpost building, and found himself bearing back down on Wolf.

"Come here, ya preppy son of a bitch!" Wolf husked, "Come ta me! Hahahaha! I'm _ready_ for it!!!"

Fox clenched his jaw and tapped the firing button, every time thinking about all the people that StarWolf had killed, all of the soldiers, all of the civilians, and finally, his _father_, each time receiving a feeling of relish as the green twin lasers shot out of the cannons.

The first blast of laser fire hit the Wolfen just before it entered into a barrel roll, the next three volleys reflected by the shimmering energy shields. Fox only got more furious. His anger no longer helped him focus. He could only think about how much he wanted to kill O'Donnell for all he'd done, all that he represented and all that it had taken from Fox and everyone else. He didn't notice the other black arrow coming up behind him on the radar screen.

Three concussive impacts rocked the Arwing, and Fox jerked the stick hard back to get out of the enemy firing solution. The fighter soared upwards as Wolf's fighter screamed past.

"The apple kindah falls far from the tree, don't it Fox?" Pigma gurgled as his Wolfen followed after Fox, "James would've _nevah _let that happen."

Fox glanced at his shield readout and hissed in worry at the 26% power reading. The Arwing's shields could only take a few hits before it started to incur physical damage. A few more after that would blow the fighter out of the sky.

"Get your lard ass outta here, Pigma!" Wolf screamed, "This shit's between him an' me!!"

"Grow the hell up, retard! I just did yuh a favor!" Pigma protested.

"I don't give a damn! He's _mine_! Take care 'a the frog for all I care, just break off and leave him ta' me!" Wolf snapped.

In the midst of all this, ROB-64 suddenly came over the comlink and announced, "**You now have ten minutes before antimatter detonation.**"

During the entire fight, Fox had completely forgotten about the bomb and the hostages inside the outpost. Their survival far outweighed winning this fight with StarWolf. That bomb had to be the first priority. No matter what the fight itself might mean. Something else began to override Fox's anger, a rational responsibility that told him that James McCloud would've saved lives over defeating an enemy in any situation. Regardless of what avenging his father might mean, Fox couldn't honor him if revenge came at the cost of lives.

As Pigma Dengar broke off and Wolf O'Donnell began to come back around, Fox saw his perfect exit point. At the edge of the radar screen was the green arrow of Slippy Toad, while Falco's blue icon was still circling and twisting around an enemy black arrow.

"Slippy, Falco, try to keep these guys busy while you can!" Fox called into the microphone on his headset, "If it gets too heavy or if I'm not out in nine minutes, get out of here. I'm going after the bomb!"

Without waiting for a reply, Fox cut into a hard right, twisting the Arwing back around towards the Defense Outpost and engaging the gravity brakes as he descended his craft in the direction of one of the open landing bays.

* * *

Pigma Dengar's Wolfen urgently curved back around, taking a sloppy shot at Fox McCloud's Arwing before overshooting him in an attempt to stop the StarFox leader from reaching the landing bay's cavernous rectangular opening. Out of the corner of his canopy, Wolf could see the red laser miss graceful blue and white star fighter as it slowed to a near crawl and disappeared into the Defense Outpost's foundations.

"Since yuh only got one eye an' all, I'll fill in the blanks for yuh in case yuh can't see:" Pigma burped, "Little McCloud just got away because of your hard-on for taking the credit."

The insult was a mere raindrop on Wolf's fur amongst a downpour of other things racing through his mind, the preponderance of them concerning the idea that, if McCloud was landing his fighter, he would have to get out of it. This meant that, if Wolf was going to stop McCloud, he would have to get out, too. And if Wolf was going to get out, that meant stopping McCloud in a one-on-one fight.

Wolf had never really dwelt on the idea of the existence of God, in fact Wolf felt proud to claim that he had lived his entire life without the help of God or anyone else. However at that moment, with fortune proffering him what he wanted in every precise detail, Wolf considered the possibility that not only did the God Lyla exist, but that She _wanted_ Wolf to bare-handedly kick Fox McCloud's ass.

Given this prospect, be it divine will or serendipity, the last thing Wolf was apt to do was spend a moment longer in the air.

"Oh, no, kid," Wolf growled softly, "This cluster-fuck ain't over yet."

"Pigma, concentrate on the frog. Leon, you're in charge, but just keep doin' what you're doin' with tha' bird if nothin' changes," Wolf instructed, "I'm goin' after 'im."

"I'm fine, just take care of yourself, Wolf," Leon returned briefly.

"Yuh wouldn't need tuh go after him if you had let me take him out!" Pigma croaked, "Numbskull."

"Sorry, Pigma, I'm busy right now. Can I ignore ya' some other time?" Wolf derided, disconnecting Pigma from his comm. channel.

Wolf guided his ship back around the Defense Outpost, tapping on the gravity brakes to kill his speed, locking his eye on an opening to the landing bay. He pressed a button on the G-diffuser controls to re-configure them for a hover protocol, feeling the Wolfen drop its speed and descend. Above, Leon Powalski and Falco Lombardi continued with their aerial deadlocking duel, and Pigma Dengar began a pursuit of a thoroughly distressed Slippy Toad.

Wolf O'Donnell's paw gripped onto the throttle as the Wolfen descended low to the ground, coming to a hover just above the surface and kicking up a funnel of snow all around it. He configured the Wolfen's automatic pilot to engage and guide the craft to a stop as soon as it detected him leaving the cockpit. He then wrapped his free hand around the emergency canopy release, securing the control stick with his knees. He'd wanted an excuse to try this trick for a while.

Wolf wanted to make an entrance.

* * *

Fox's grey boots hit the metal floor of the landing bay with a slight echo. The sterile coolness, harsh industrial lights and near total silence of the cavernous hangar highlighted the sense of emptiness that Fox felt, at least in the sense that the space was empty of all living things other than himself. The huge space was rather disorganized for a hangar bay, shaped almost like a huge triangle, with three immense openings to the landing bay at each wall. The space in front of these openings was clear to make way for any entering or exiting craft.

Nearer to the center was a large open space with a mobile Venomian hypermatter fusion reactor, around which were dozens of scorch marks from where the Invader I fighters must have taken off. More towards the center was the grey durasteel skeleton of a fighter storage rack, built to automatically store and deploy the outpost's small compliment of outdated Cornerian IF-14 Ultima star fighters. The rack was empty, the fighters probably destroyed or confiscated after the Venomians took the outpost. Next to the rack was a grey cylindrical storage tank for the tylim fuel that the old Ultimas burned, perhaps five meters wide and ten meters tall. Dominating the center of the hangar bay was a huge warehouse section of steel cargo containers, stacked on top of each other and grouped around in a veritable maze of boxes that were in equal numbers of Cornerian forest green and Venomian rust red.

Beyond the maze of boxes, Fox could see four thick industrial cables trailing down from the ceiling above, probably connecting to a huge freight lift for the outpost. A stairwell or turbolift to the rest of the outpost could likely be found around there; Fox doubted that neither the hostages nor the antimatter bomb could be found in such an obvious place as the hangar bay.

He unclipped the cover over the holster of his sidearm, resting a hand on the protruding grip of his Cornerian ArmsCor EE-40 blaster pistol, modified for rapid fire at the cost of somewhat decreased stopping power. Though he doubted that any Venomian soldiers remained in the base with the bomb so close to detonation, it made Fox feel more confident when faced with the fact that he had less than ten minutes to find the bomb and disarm it. This was despite the fact that the only place Fox had shot the blaster pistol was a firing range. He would've felt much better if he had the body armor and the rifles that Peppy's Arwing had been carrying, and gave himself an irritated, silent scolding for not keeping his body armor and weapons in his _own _ship.

Fox had parked his Arwing close to the open space where the Invader Is had rested, with the hangar bay entrance that he had utilized behind him and the entrances of the other wall of the base somewhat perpendicular to him. He moved towards the complex stack of boxes and the freight lift on the other side, his rounded orange-furred ears perked to detect any sound that might be heard. There was only silence, which was somehow more disconcerting than any noise.

All of Fox's fur was on end, the flesh of his arms tingling under his white Team StarFox jacket from both the coldness of the room and an instinctive feeling of unease. His bushy tail slowly twitched, his trimmed whiskers quivered, as his instincts told him that something was wrong. His ears pricked as a high-pitched whine could be heard, and he looked in the direction of the sound as it grew alarmingly louder.

Through the farthest hangar opening in the opposite wall came a large grey and red blur, trailing a tail of bright green fire as it screamed into the hangar bay. Just before it disappeared behind the maze of boxes, Fox saw a brown smudge leap forward from the blur. His body went stiff and his fingers wrapped around the grip of his blaster as the Wolfen star fighter's autopilot guided the hovering ship near the back of the hangar bay, where its green engine fires died and it rested on its landing legs, the transparisteel canopy lifted upwards in the open position.

This wasn't good.

The bomb was going to explode in less than ten minutes, turning everything within a hundred kilometers into a crater. Wolf (or at least Fox figured it was) was standing somewhere in between Fox and the bomb, which meant that Fox had to either kill him or convince O'Donnell to put their fight on hold so that Fox could save the hostages.

And Wolf didn't strike Fox as the convincible type.

"You just don't _know_ how long I've waited for this, kid," Wolf's dark, guttural voice echoed through the landing bay, "It's like I've been stuck in some time warp on Giftmas Eve, and after all a' these years it's finally time ta' open my presents. It's a beautiful thing."

"Is that what you told all the people on Macbeth before you and your friends _murdered_ them?" Fox demanded in an acid tone, slowly withdrawing his blaster pistol as he made his way towards the maze of boxes.

"Don't believe all tha' propaganda ya' hear, kid," Wolf replied in a shrugging manner, "I don't think it's all that fun ta' kill someone that doesn't fight back. Sure, one 'a my _friends_ might've got a little carried away on Macbeth an' had a little too much fun, an' maybe I'm just a bit of an overachiever when there's a lot a' targets flyin' around. But I'm a _soldier_. I'm a fighter. Not a murderer."

"Yeah, you're just misunderstood. Some poor guy that looks the part. And all the stuff they say about you is just lies to make you look like the bad guy," Fox mocked dismissively.

"Now I wouldn't say _that_…" Wolf remarked impishly, "I'm just a dog doin' what he's told, and gettin' a little enjoyment out of it. But I'm not such a bad guy when ya get ta' know me."

"I'm sure Andross says the same thing," Fox quipped, walking amongst the towering stacks of metal crates, listening for any clue of Wolf's location. He quietly clicked the safety off of the blaster, feeling the grip warm up in his hands.

"Wouldn't know," Wolf came back, his growls echoing amongst the crates, "Can't say I'm a friend. Wouldn't even call myself a fan."

Fox's snout rippled in disgust, his upper lip baring his teeth as he said, "From what I hear the both of you had ringside tickets to watch my father die."

He could hear a slight huff of breath, so faint that Fox couldn't tell if it was an affronted scoff or a sadistic chuckle.

"Again, don't believe _every_thing ya' hear," Wolf intoned, "It ain't like I had a choice. It was either sit down and watch or insult tha' boss-man and lose everything I'd just got. If it'd been my choice, I would've caught 'im an' let him go. He deserved better. Someone like James McCloud deserves ta' either live free or die a warrior's death. I valued him a lot."

Fox's muscles tensed, and his blood steamed with indignant loathing as he squeezed the pistol grip so hard that he almost pulled the trigger.

Somehow, it was worse than if Wolf had described a passionate hate for James McCloud that culminated in him personally beating and torturing his father to death. The mere suggestion that this _monster_ could've respected or valued his father the way a good person would made Wolf all the more revolting to Fox.

"You don't know a goddamned _thing_ about my father," Fox snarled.

"Ya' really think so?" Wolf posited, "Or is it 'cause you're maybe a little jealous? Is it because you said goodbye ta' your daddy without knowin' you'd never see him again, while I saw 'im in his last moments? Is it 'cause ya' knew him as some perfect hero father, while I got ta' see what the _real _James McCloud was, what James McCloud tha' _warrior_ was like? Ya' think it's 'cause, in that brief time I knew him, maybe I mighta' known him a little better than _you_ did?"

Fox's eyes widened in outrage, his mouth suddenly tasting stale and dry with fury.

"You fucking wolf _trash_," Fox hissed.

"Why we gotta bring race inta' this? That's one a' tha' biggest reasons this war got started in tha' first place," Wolf responded in a calm rumble that further outraged Fox, "But, then again, you wouldn't know that. You're Fox _McCloud_. You've never gone a day in your life when you wished you were different or felt ashamed ta' be you, because your father was tha' fuckin' _hero_ of Lylat, and you never had ta' worry about bein' poor or bein' alone or bein' hated, 'cause nobody hates tha' son of a hero. But the hero's gone, now. You're all that's left, and as much as you want to, you can't fill your daddy's shoes. Because you never had ta' _work _for it. You don't _deserve_ it. And that's why Lylat's doomed. 'Cause there's no hero ta' save her from forgotten children like me."

Fox's reflexes were on a hair trigger as his head darted around the corridor of metal crates, his blood burning like acid in his veins every second that passed without killing Wolf.

"You better hope your arms and legs are as good as your mouth," Fox growled, "Because I'm going to break every bone in your body. Get out here!! Where are you?!?!"

"Right here," Wolf answered.

A swirling of cloth was all that Fox heard as warning before the brown smudge appeared once again, flying from around the corner into the corridor wall then to the opposite wall, then leaping through the air and swiping out with an outstretched foot that slammed into Fox's chest and threw him backwards. Fox was launched into a stack of hard metal crates, crashing into them with his back and dropping to his knees as the brown blur sprinted along the metal floor towards him, then leapt once more through the air. The smudge kicked him again, booting Fox in his upper chest as he knelt down, using Fox's body as a springboard to leap backwards and to blast Fox back into the metal crates.

The headset rounding the back of his skull was the only thing that prevented Fox from suffering a concussion as his head pounded into one of the crates, his neck stinging from the multiple traumas it had suffered in the past few minutes.

Halfway on his knees and halfway on his ass, Fox looked up painfully just as the brown smudge landed on the floor. The blur softened into a brown overcoat, draped over the arms and shoulders of a lanky 19 year-old wolf with scruffy grey fur, sharp claws on each digit and ears pointed enough to be horns. He wore a black and white flight suit and a red scarf that seemed to mimic the trademark scarves of Team StarFox. Most prominent of all was the wolf's eyes. The right eye was hard and fierce, but colored a bright lavender hue. The left eye was covered by a black eye patch.

Wolf O'Donnell delivered a roguish, crooked smile of canine teeth, his eye leering challengingly.

"Let's see if you can bring it," he growled.

* * *

As Fox McCloud gathered himself to his feet, Wolf examined his enemy for the first time in the flesh. There was a mix of the familiar and the new that Wolf couldn't decide whether he liked or hated. Fox's head and body were shaped very similarly to how Wolf remembered James' to look, however the color of the fur was definitely more orange-red than James' brownish-gold, the eyes a deep emerald green as opposed to the sunglasses-covered pale blues of Wolf's childhood idol and one-time foe. The white Team StarFox jacket hadn't changed from the design that James had worn, however the flight suit was army green instead of blue and forest green. The scarf was red instead of orange-yellow, and Wolf was unsure of whether it reflected good insight or lack of originality that he had chosen the same color for himself. In the fox's hand was a Cornerian blaster pistol, held somewhat insecurely due to the daze of being kicked into a metal crate. Wolf hoped Fox didn't try to use it, at least too much. It would take all the fun out of the fight if he had to pull out his disruptor too early and vaporize McCloud.

Then the emerald eyes met Wolf's single lavender orb, and he could see the inferno behind them: Fox wanted to use his hands, he wanted to hurt Wolf, not shoot him.

This was going to be fun.

* * *

Fox instinctively shoved his pistol back into the holster, his training at the Academy flowing back to him as if he had been sparring with Bill Grey under the stern eye of Sergeant Gulo Brass a mere hour ago. He flew to his feet and charged forward, drawing his right fist back for a strike at Wolf's face. Fox's fist slugged forward, very nearly connecting with Wolf's nose before O'Donnell darted under and to the side of Fox's arm, grabbing Fox by his extended elbow and jerking him forward. Wolf's other hand was there to meet him as Fox was yanked ahead, whacking into his throat in a crushing knifehand strike that left him choking for air. Wolf's hand slipped around Fox's neck and grabbed the back of his head, proceeding to shove his face into the metal crates in front of him.

The sound of banging metal was joined by a dull explosion of pain in Fox's face, blinding him for a split second as Wolf drew Fox's head back again, his other hand twisting Fox's once-outstretched arm behind his back. Wolf shoved Fox's head into the crates once more, this time Fox tilted his head down, ramming into the crate with the part of his headset that extended between his ears, absorbing the impact. Wolf began to further twist Fox's arm, and he kicked into the nearby wall of crates, sending both himself and Wolf backwards. Wolf attempted to steady himself, and Fox bent his head forward, out of Wolf's grip, then forcefully swung it back upwards, bashing Wolf's snout with the back of his head.

Wolf let out a grunt of pain, his grip loosening on Fox's arm, just as Fox drew his left elbow up then back into Wolf's ribs, knocking him backwards and breaking his hold on Fox. With his now freed right arm, Fox twisted around with his fist extended, hoping to pound the side of Wolf's jaw.

Wolf caught Fox's arm by the wrist and drew back his other arm, striking forward with the intention of breaking Fox's ulna. Fox dropped to the ground, dragging Wolf down with him before yanking his hand back. Fox proceeded to grab Wolf's arm in his left hand, then twisted around and threw Wolf forward over his shoulder with a loud yell, using his enemy's weight against him. O'Donnell flew forward with a whoosh of his coat and a surprised yelp, slamming into the metal floor onto his back.

Fox swung his leg high into the air, bringing his grey boot down in a forceful axe-kick that Wolf blocked with his arms and then grabbed a hold of Fox's ankle with one arm and shoved into the rear of his thigh with another as he sat upwards, throwing Fox off balance and to the side. Fox stumbled into the metal crates, ramming them with his left shoulder as Wolf rolled onto his feet and sprung forwards. Fox put up his arms to block against Wolf's punch, only to feel a stinging, tearing pain in his arm as Wolf tore into Fox's forearm with his claws. Fox gave out a yell of more surprise than pain, feeling the hot rush of blood soaking his fur as it oozed from the four newly-opened wounds in his skin. He lunged to the side as O'Donnell's claws swiped out again, missing his face and instead scraping into a storage crate's metal siding.

Fox jabbed at Wolf's unprotected side, only to have it slapped away just as Wolf twisted around and stabbed into Fox's chest with his fingers held out straight. The bladelike claws tore through Fox's flight suit and sunk into his chest, four thick nails that scratched him from the inside and ripped at the holes in Fox's flesh as Wolf withdrew them. Fox let out a cry of pain as Wolf brought back fingers covered in Fox's blood, a wicked grin on his face.

Fox bared his teeth, yowling as he swung at Wolf's sneering face, receiving a stiff block before Wolf shoved forward and flicked his blood-covered fingers in his face, peppering Fox's visage with specks of his own blood. The StarFox leader bellowed and swiped out again, and Wolf dodged with a swift hop backwards. Fox spun into a roundhouse kick with his left leg, striking Wolf on the shoulder with a satisfying crack and sending him into the metal crates. O'Donnell grunted as he smashed into the metal, taken by surprise.

Fox took the opening to deliver another kick, pivoting his hips to the left as he struck with a right leg roundhouse kick. With a single, fluid snapping motion, Wolf's arms intercepted and wrapped around Fox's leg, trapping it with a feral grin. O'Donnell twisted around and swung Fox through the air by his leg, 180-degrees around into the metal crate wall. An echoing metal crash accompanied a surge of crunching pain that shot through Fox's side as Wolf released him and he stumbled backwards. Wolf's overcoat suddenly billowed like a pair of dusty wings as the lupine leapt into the air and delivered a flying side kick that plowed into Fox's sternum and blasted him backwards.

Fox felt the sensation of flying backwards for a brief second, accompanied with jarring pain in his chest from the claw puncture wounds and the fact that the kick had knocked the wind out of his lungs. He then crashed into the unforgiving metal floor, rolling once uncontrollably before coming to a rest about two meters away from Wolf.

The one-eyed Wolf smirked darkly, cocking his head in curiosity.

"Copied that one from your daddy," Wolf remarked, "Thought ya' should know."

Fox let out a growl, oblivious to the blood that was soaking his right arm and chest. He yanked his blaster pistol out of the holster, already squeezing on the trigger as he brought it to aim.

The EE-40 barked as it spat out ruby red blaster bolts that seared through the air around Wolf, who bounded through the air and bounced off of crates to dodge Fox's line of fire. As the StarWolf leader's boots pounded the metal floor, Fox could see a long-barreled pistol in the lupine's hand with a rotating gas chamber. He leapt to his feet and dove to the right just as a yellow disruptor beam spat from the barrel of the pistol, burning through the space he'd formerly occupied and blowing a meter-sized crater into the floor. Fox slid across the ground, bringing his blaster pistol up and pulling back on the trigger repeatedly like a person scratching an itch. Wolf darted to the side, but not before a single red shot grazed his arm with a sizzle and a roar of pain.

Fox was trying to get to his feet just as Wolf swung the disruptor pistol back up, and he somersaulted forward out of the path of another vaporizing disruptor beam. Fox was on his feet and sprinting at Wolf the next moment, firing his blaster wildly to establish some form of cover. O'Donnell dove to the side, rolling over his shoulder to avoid the laser bolts, coming out of the roll on his knees and bringing his disruptor back up as Fox reached him.

Fox's hand shot out and shoved Wolf's arm violently upwards, the StarWolf leader instinctively firing. The yellow beam flashed upwards, blasting into the ceiling and raining down near-disintegrated ferroconcrete masonry. Wolf shot out with the flat of his hand, shooting up from his feet and striking Fox's bottom jaw. While Fox was stunned, Wolf grabbed Fox's red scarf and yanked forward, viciously head-butting Fox between the eyes and sending him stumbling backwards. Heat and throbbing pain accompanied a white flash that momentarily blinded Fox. The next Fox could see of Wolf was as he lunged forward and shoved outward with both palms, launching Fox further backwards.

Fox collapsed against a stack of crates, his breath ragged and labored, his fur soaked with sweat and blood. Through his damaged headset, he could just barely hear ROB-64's garbled voice: "**—arning: You—ow have two minut—before antimat—r detonation**."

A sense of urgency and danger came over Fox. He now had less than sixty seconds to either find and disarm the bomb or escape. The Arwing would take about a minute from launch at full throttle to clear the one hundred kilometer blast radius of the antimatter bomb. And the ever present matter that there were still civilian hostages possibly somewhere in this building remained in the air, adding to the time crisis.

A few meters before him, Wolf O'Donnell let out a deep chuckle, licking Fox's blood off of one of his fingers.

"I 'dunno if you're tha' challenge I've been waitin all 'a this time for, but you're interestin', I'll give ya' that," Wolf appraised, "You an' me? I think we can get along just fine. Huh-huh-huh. Yeah. I can see us doin' this for a _long_ time."

"Wolf," Fox croaked urgently, putting a hand over his blood-soaked chest, "If it's me you want, you can have me… But there are _people_ in here. Please. Just stop the bomb until they get out of here."

"I don't wanna kill ya," Wolf protested with a deviant grin, "Not yet, anyhow. We just met. Why step on the gas that early?"

"You'll die, too, if you don't leave soon. We all will," Fox growled.

"What, leave so ya' can go out like a martyr on some desperate search for the bomb? How 'bout _you_ leave, huh? Live ta' fight another day," Wolf reasoned, "I told ya' not ta' play chicken with me, kid. I don't blink. At least not near as much as you."

Wolf then playfully winked his eye, tapping on the fabric of his eye patch.

"This isn't a _game_, O'Donnell!" Fox snarled, "Real people are going to _die_ in less than two minutes!"

"And what's tha' difference ta' me? The only thing I have ta' do is make sure you fail. Ya see, that's why you're never gonna beat me. You play by too many rules, an' I play with almost none. You wanna save tha' galaxy, be tha' hero, do tha' right thing," Wolf sneered, "Where's with me, tha' thing of it is: I don't give a shit."

Fox found that he had no words to say, nothing he could think of sounded like it would make a difference in the day's outcome or like it would make a difference to Wolf. All that he could do was stare at the single lavender eye and the merciless scoundrel grin on Wolf's face, and know that Wolf was somehow more dangerous than even Andross himself.

Wolf's grin softened into a smirk, and he cocked his head smugly, adding, "What's more, I think you're down ta' less than thirty seconds ta' find tha' bomb or get your ass outta here. Ya' can either die a loser or you can cut your losses an' keep fightin'. I think we _both_ know what James McCloud woulda done. Give it some thought, kid."

The lupine pressed a button on a wrist pad under the sleeve of his overcoat, then rushed over to the Wolfen star fighter as its engines activated with a high-pitched whine.

Fox followed Wolf with hollow, helpless eyes.

The StarWolf leader leapt onto one of the Wolfen's four bladelike wings, then threw himself into the cockpit and guided the fighter around until it was pointed towards the hangar bay exit.

"Either way, though, it looks like _I _win this one…" Wolf snarled, then adding scornfully, "_StarFox_."

The Wolfen's canopy tilted down and covered the cockpit before the ship blasted out of the hangar bay with a streak of green fire.

Fox shuddered and squinted his eyes, clenching his jaw in anguish. He'd failed. They had lost. The only difference was if it was going to be their first failure or their final battle. Something tugged at Fox's heart, begging him to stay and at least try, or die with the hostages some where in here, as an act of principle. But he couldn't.

He was either too smart or too cowardly.

Fox didn't want to know which.

He heavily ran back to the Arwing, climbed into the cockpit and activated the fighter quickly, the G-diffusers lifting the ship into a hover in a matter of seconds. The canopy slid down over him, and he throttled up, hearing the engines roar as the Arwing shot forward, out of the landing bay and into the snowy landscape.

"Fox!" Falco came out over the comlink, "They left, all three of 'em! Does that mean ya' disarmed the bomb?"

Fox cringed once again, feeling a pain in his chest that was distinct from the injuries he'd sustained during the fight.

"Negative," Fox groaned, "I ran out of time. We have to clear the blast radius."

"But what about those people?!" Falco demanded, "They're still in there!!"

"I _know_, Falco!!" Fox roared, "There's no time!! Accelerate to full throttle and pull into a forty five degree climb, we've got less than a minute to go a hundred kilometers, we have to get out of here now!"

"I can't believe we're _leaving _them…" Slippy moaned.

"There's nothing we can do, Slip, now go!" Fox ordered, "Go! Get the hell out of here!"

"Yes, sir," Slippy responded quietly.

Fox pulled up into a diagonal climb, joining up in formation with the other two Arwings and cranking the throttle all the way up, creating a huge sonic boom as the three fighters rocketed away into the sky.

Fox forced his eyes shut, tried not to hear it or see it when it happened, but knew it was impossible at this close range. The three Arwings had barely made it 120 kilometers away before there was a brilliant flash of white light, visible even through Fox's closed eyelids. An echoing, planet-shaking blast was audible from even that far away as the antimatter bomb detonated and reduced the Defense Outpost and everything in it to ash.

Peppy's voice came over the comlink just as the Arwings made it back into space, the graceful _Great Fox_ waiting in the distance: "I know this is hard for all of you. But this is war. You can't avoid losses. In fact, you should be thankful for every victory, because it just as easily could've been a loss. We can't be perfect. We can't save everybody. But we can keep going…And that's what we're going to do."

Peppy's words were of little help to Fox.

He swallowed once and touched the old Cornerian Flight Academy badge on his coat collar, the one that had belonged to his father.

"I'm sorry, Dad," Fox whispered, "I'm sorry…"

* * *

Three Wolfen star fighters streaked through space, on a return course to the _Lone Wolf_ over the planet of Fichina.

"**I must say, Commander O'Donnell, how thoroughly surprised I am**," IG-N 96 remarked over the comlink, "**The mission's level of success was less than ideal, however I'm quite sure that StarFox has been heavily discredited by your efforts. The destruction of the Defense Outpost has likely crippled enemy efforts to establish a base on Fichina, and there will surely be more opportunities for StarWolf to intercept and destroy StarFox in the future. Some regards may well be in order…sir.**"

Wolf smiled to himself and said into the comlink, "Well, shit, if IG's impressed, ya' _know_ we did something impressive."

"Fuck yeah, we won!!" Pigma shouted, "When we get back to Zoness, we're goin' to a titty bar, my treat!"

Neither Wolf nor Leon indicated any enthusiasm for the idea.

Wolf sighed proudly, and turned off the comlink for a private moment. He felt the metal contours of the Wolfen's interior, and flexed his claws fondly. He thanked both of them for their steadfast service to him.

Then he tilted his head back and howled in triumph.

* * *

Woah. I had fun doing that. Thus concludes the second part of War Stories. The next arc will detail the end of the war, and how Fox, Wolf and the entire galaxy are changed by the time it is over. In the meantime, you could leave me some praise. For those (sadists) of you in the audience that appreciate my depiction of Wolf, maybe you can tell me how much you liked that I finally wrote a story where Wolf _wins_. Those purists in the audience might remark on how unusual it is to see StarFox actually lose for once. See the pattern? Your reviews help me write, not only by giving me the encouragement to continue but reminding me that people actually read this story. Seriously. Review more and you'll see chapters come out faster. Ta-ta for now -TU


	8. The Cornerian Empire

AUTHOR'S NOTE: Welcome to the third section of "War Stories". Before getting to the final battle of the Lylat War, this encyclopedia entry will give you a little history lesson on the Lylat System itself, and how the Cornerian Empire laid the groundwork for a lot of what continues to plague Lylat. It just goes to show that Andross isn't the only one with an 'evil empire'. No one is totally good, not even the good guys. See you guys on Venom-TU

* * *

Excerpt from the _Encyclopedia Corneria_, 18th Edition

Cornerian Empire/Commonwealth: Though the planets Zoness, Fortuna, and Aquas all had intelligent, advanced life, the rich and industrious world of Corneria was the first to develop warp engines that made interstellar travel throughout the Lylat System a feasible option. Barely a century passed after the invention of warp drive engines before a Cornerian colony was located on Katina, the Church of Lylatianism was founded, and interstellar trade between Corneria and the planets of the Triton Sub-System (Zoness, Fortuna, and Aquas) was underway.

Nearly two hundred years passed, during which time a colony on the mineral-rich world of Macbeth formed, becoming even larger than the colony on Katina, the Lylatian belief grew exponentially in power, and the Cornerian and Triton Sub-Systems were joined into the Lylat Alliance. After a century of development and internal squabbles, along with the heavy need for manual labor in the colonies and on Corneria, an aristocratic group of noble canid families on Corneria began to entrench themselves in public office, conspiring to form the Cornerian Empire in less than half a century. With a view of Lylatian religion that Corneria was the greatest planet in all of Lylat, and that the ruling species of Corneria (made up primarily of canines, vulpines, felines and leporids) were the chosen leaders of the system, the Cornerian Empire dissolved the Lylat Alliance, annexing Zoness, Fortuna, and Aquas as colonies under its direct control.

The Church of Lylatianism, led by a clergy of priests that heavily supported the Cornerian Empire, swayed much of the populace in favor of the slightly authoritarian government, which enforced its will on the Triton Sub-System, Katina and Macbeth with a massive Starfleet and Army. A political purge was conducted on all three of the Triton planets, most thoroughly on Fortuna, in which almost all native-born politicians in favor of independence or resistance from Corneria were imprisoned or executed. These politicians were soon replaced by puppet-officials that gave rubber-stamp support of the Cornerian Empire's every decision. Though the Cornerian aristocracy had succeeded in seizing power, the issues of labor shortage and dissent threatened to undermine the Empire's religious influence and political and socioeconomic authority.

Rather than polarize the colonized planets against Corneria, the Lylatian Church began to perform large amounts of missionary work on the colonies, in hopes of ingraining the faith into the other planets. Singling out several groups as inferior or dangerous, the Church preached against primates, reptiles, rodents, and wolves, describing them as 'less than people' and 'dangerous', also warning against practitioners of the Krazoa Faith, describing them as 'heathen savages'. The Cornerian Empire, in dire need of indentured servants, a working class, and an enemy to fight, began a rigorous official campaign of speciesist discrimination against reptiles, rodents and wolves, singling these groups out as a vermin, criminal class. The most intensely victimized were the primates, who were legally barred from any form of employment except as indentured servants or government laborers. The Church of Lylatianism, with the unofficial support of the Imperial government, began to meticulously persecute practitioners of the Krazoa Faith, on several occasions resulting to assault, property destruction and murderous lynch mobs.

The speciesist discrimination, religious intolerance, and military authoritarianism of the Cornerian Empire would continue for nearly five hundred years, with the Imperial Cornerian Starfleet gaining more and more political control until, finally, several generals and admirals of the Cornerian armed forces attempted to forcibly take control of the Empire from the Cornerian nobility (see article: Mayfair Conspiracy). What ensued was a violent, but brief civil war that left Corneria City in ruins and the entire Empire in a state of disarray. News spread about to all of the colonies, the most dissatisfied of which, Zoness and Fortuna, deciding to revolt.

By the time that the factions of the Imperial Cornerian Starfleet loyal to the nobles managed to defeat and execute the traitorous members of the military, the colonial militias of the two colonies were nearly overrun. Zoness was home to a large number of indentured primate servants, forced to mine and drill for much of Zoness' underwater resources, as well as a population of aquatic immigrants and native enhydras that disagreed with their environment being violated. These Zonessian rebels managed to storm the governor's mansion and take the Colonial Governor of Zoness hostage. Fortuna, meanwhile, was much more divided, species-wise and idealogially. Being the home planet of the primates and the reptiles, it was a source of much anger towards the Empire's speciesist policies. However, much of the avian races of Lylat were also native to Fortuna, and, though they were not singled out for negative treatment, they retained a strong sense of independence, from both the Empire and from the Church of Lylatianism. Fortuna developed into a three-way conflict, with the avians on one side, the primates and reptiles on the other, and the Imperial forces on the other side, both species groups rebelling against Imperial authority but distrusting the other at the same time.

The Cornerian Starfleet dispatched an armada to Zoness that quickly put down the rebellion, despite its quick success. Fortuna, however, would remain in a state of war, with both the Empire and itself, for another 75 years. Even after the near eight decades of planetary war, after Imperial forces regained hard-fought control of Fortuna that included a near total extermination of the chameleon sub-race of reptiles, the planet remained hostile towards the Cornerian Empire. Over the next century, fights and skirmishes would break out against the Imperial government on Fortuna and amongst the native avian and primate populations. The volatile state of the planet led to a mass exodus of the avian population from Fortuna, many of which immigrated and assimilated to Cornerian culture, trading their cultural heritage of independence for an escape from the conflict.

During this time, the prosperous planet of Macbeth, once one of the Empire's most loyal and autonomous colonies, began to resist several Imperial policies. The expansive, profitable industries and corporations that were thriving on the resource-abundant world grew offended by the steep taxes levied by the Empire, in dire need of Liat in order to expand its colonial reach to the icy world of Fichina, further develop the colony of Katina, and strengthen its military. The people of Macbeth, both the regular citizens and the business owners, disagreed with the Empire's expansionist ambitions, and with the fact that their planet was footing most of the bill. Macbeth's desire to go into business for itself, coupled with Fortuna's thirst for independence, planted the seeds for a 50-year long military buildup between the planets of the two neighboring systems. After half a century of continued demands for lower taxes from Macbeth and more autonomy from Fortuna, neither of which were answered, the two planets formed an alliance and declared war on the Cornerian Empire.

What ensued became known as the Lylat Civil War, a conflict fought not only amongst the three combatant planets, but on almost every other colony in the Empire. For the next 150 years, the conflict would rage across the Lylat System, punctuated by several periods of a few years worth of ceasefire, only to have the conflict begin again anew. As the Cornerian Empire fought to maintain its two most profitable colonial properties, the citizens of Corneria itself grew dissatisfied with the Empire. Protests and complaints arose over several civil issues, including the position of the Lylatian Church in the government, the political influence of the Imperial Cornerian Starfleet, the financial gap between the rich and poor that had been steadily widened by generations of aristocracy, the absence of civil rights for many and the lack of civil liberties for all. As the Civil War took a toll on the Empire and protests all over Corneria intensified, several citizens noted that the government no longer had the power to instantly silence the people as it once did. The authority of the Empire was beginning to crumble.

After one and a half centuries of stalemate between the two sides, with Corneria itself on the brink of revolt and Fortuna and Macbeth on the brink of collapse, a peace treaty was drawn up between the three planets that would end the Lylat Civil War (see article: Treaty of Solar Station). At the insistence of Fortuna, Macbeth, and the populace of Corneria, the treaty would also be the first stepping stone to a restructuring of the government of Corneria and its colonies from the ground-up.

Over a period of 25 years, Fortuna and Macbeth were declared completely independent of Corneria, and the Cornerian Empire was dissolved after 900 years of rule. The new government, known as the Cornerian Commonwealth, would be run under new rules. The Cornerian aristocracy was dissolved, replaced by a bicameral parliament staffed by officials elected by the people and led by a Prime Minister that represented the political party with the majority vote.

The Church of Lylatianism was officially separated from the Commonwealth government, and no current member of the clergy could serve in Parlaiment. The Church was also no longer under the protection of the government for criminal acts against whoever it saw fit to persecute. A Bill of Rights was passed that guaranteed every citizen's rights to expression, religion, assembly and fair criminal procedure.

The official speciesist policies of the Empire were repealed, however Corneria and Macbeth both agreed to continue unofficial speciesist policies and neglect civil rights abuses by private employers against primates and other races formerly targeted by the Empire's labor laws, possibly out of both imbred speciesist beliefs and continued need for a cheap hard labor force. These unofficial practices, which continued quietly for the next 200 years until just after the Lylat War, became known as _dehorseri. _

The Imperial Cornerian Starfleet was broken up and downsized, divided into the Cornerian Defense Force, which was devoted to the protection and preservation of planetary order on Corneria and the settled colonies of Zoness and Aquas, and the even smaller Cornerian Army, which handled the security of Katina, Fichina, and larger threats to the Lylat System such as space pirates. These two military branches were under the command of a single General of the Armed Forces, who answered to the Prime Minister.

For the next 200 years of history, the Lylat System would exist in a state of relative peace, until the formation of the Venomian Empire of Andross and the beginning of the Lylat Wars that laid waste to all of Lylat.


	9. Their Finest Hour

**-Their Finest Hour-**

After so long on Katina, Major Bill Grey had almost forgotten what it was like to be on a battleship. The stability, the texture and comfortable familiarity of being on a planetary surface was gone, replaced instead by sterile, conditioned air and the unsettling tingle of artificial gravity. The long, grey, pristine hangar deck practically sparkled with brand-spanking-newness, one of ten such hangars on the Cornerian Commonwealth Ship _Ajax_, the one-of-a-kind battlecarrier serving as the command ship of General George Pepper and flagship of the Cornerian Starfleet. The _Ajax_ had been commissioned over a year ago, before the First Battle of Aquas, and left the orbital shipyards over Corneria a week and a half ago with an armada comprising most of the Cornerian Starfleet at maximum warp. The _Ajax _and its entourage arrived at Macbeth a week after its liberation by the combined forces of the Cornerian Starfleet, Team StarFox and the Macbeth Resistance.

As the massive armada waited over Macbeth, the clock was ticking down towards the final assault on Venom, where the considerable orbital defenses and the remains of the Imperial Venomian Starfleet awaited them. The _Ajax _seemed up to the task, with sixteen variable-power turbolasers to guard against fighters, four twin-turret assault pulse lasers to use against medium targets, and four twin-turret turbocharged pulse lasers for large targets. This was not to mention the six squadrons of J-4 Comet fighters and the four squadrons of S-8 Shadow fighter-bombers in her hangars, and the gigantic naval escort to bring her into battle.

The Cornerian Starfleet had gathered the best and brightest in preparation for its assault on Venom, including the transfer of Bulldog and Husky squadrons from Katina to the _Ajax_. Which meant that Bill was now leading the main starfighter attack on the Venomian fleet, engaging the enemy head-to-head while Team StarFox went in to take Andross down once and for all. He tried to keep himself calm, and show reserve in the face of everything. But it was hard. They were going for a full-frontal assault on the Venomians, out to destroy them through sheer firepower. A lot of responsibility was on Bill.

And though he tried to deny it, deep down Bill felt something other than fear.

He felt the itching, festering touch of envy for his childhood friend. Bill would be spearheading the attack, while StarFox would be bypassing all the blood and guts and horror to destroy the monster's head and get all the glory.

_Just do your duty_, Bill thought to himself, his eyes closed as he walked down the durasteel floors of the hangar deck, oblivious to the sounds and movements of the work crews all around him.

His parents would be proud of him. His wingmates envied and looked up to him. Regardless of whether he survived, as long as they won, history would view Bill as a hero in his own right. But every time he thought of this, he kept returning to all of those memories of childhood with Fox and Slippy, dreaming about taking on the galaxy as the next generation of StarFox, and how he was the only one _not_ living that dream.

_You're being immature. Selfish, even_, Bill thought to himself.

As he passed rows upon rows of green and white J-4 Comet fighters, the only thing that broke Bill's train of thought was the sight of the unusual ship in the next row. Instead of a bird-like Comet fighter, Bill beheld a large arrowhead-shaped flying wing, with two bladelike fins at its rear and two on its underside. The front of the fighter pointed slightly down like the beak of a bird, an ovaloid cockpit bubble in its center. It wasn't the fact that there was no other fighter like it in the hangar that got to Bill. It wasn't even the fact that it was a highly-modified Venomian Invader III fighter.

It was that the ship was painted _pink_.

The entire ship, save for a diamond-shaped cream section around the cockpit bubble, had been painted a dark pastel pink color, almost the color of Klepto-Bismol. At the right side of the ship, stenciled in black, elegant text, was the name _Cat's Paw_.

Bill began to scan the hangar for the deck chief, in order to ask who the hell had allowed the ship to be stored amongst Bulldog and Husky squadrons.

His search was cut off by a light, almost giggly-sounding voice behind him inquiring, "What do ya think of it, big boy?"

Bill exhaled and turned around to face an athletic-looking female feline in an tattered orange flight jacket over a golden-colored tank top, scarlet shorts and insulated scarlet boots that stretched up to her thighs. Her fur was black, except for her paws, around her mouth and inside her ears, which was white. On both wrists were multiple dangling wooden bracelets that clicked together when she moved. The feline's sapphire blue eyes stared out from under a scarlet bandana covering the top of her head.

Katt Monroe was another warrior gathered by the Cornerian Starfleet to assist in the attack on Venom, though Bill couldn't imagine why. Apparently, she'd helped StarFox take down the early warning system on Zoness, which made way for the Cornerian surprise assault. Big deal.

"I think your ship would fit in better at a toy store," Bill quipped in his raspy voice, looking back at the _Cat's Paw_ and shaking his head.

"Its got better handling and firepower than the standard Invader III, a little better than _your _Comets," Katt shrugged, "I stole it myself from a Venomian production facility on Eladard before the Macbeth invasion. Modified it myself. I just thought I'd make a bit of a statement with the paint job."

Bill looked back at her and rose is eyebrow condescendingly.

Katt smiled, her black tail swishing behind her, bracelets jingling as she leaned forward and cooed, "Ohhh, is the widdle doggy _confused_ by the cute kitty-cat?"

Bill scoffed and sneered, "I'm more confused at how some _moron_ like you got on this ship."

The smile disappeared from Monroe's face, and her brow furrowed with energy as she replied, "Hey, I was _invited_ here! I _earned _it! Not because I was some soldier waiting in the ranks, but because I proved my worth and showed that I _deserved _respect. Just because I'm not in the Army or whatever doesn't make me any less of a pilot than you. I've been flying around sabotaging Venomians for longer than StarFox has."

"You're _not_ StarFox," Bill snapped, "You're a fluke. Frankly, I think you're a joke."

Katt looked increasingly more agitated, flexing her claws (nail-polished a bright, glittery pink) as she shifted position.

"What is it?" she demanded, "Is there something about me that _threatens_ you? Is it because I used to run in a gang? Is it because I don't subscribe to your macho bullshit? Is it because I'm a girl? Come on, let's have it. What's the _real_ difference between you and me?"

"My ship isn't _pink_," Bill retorted.

"You're an arrogant, sexist jerk," Katt replied, "The sad thing is that you can't even _see_ how wrong you are because you've made up your mind _before_ you know anything!"

"I know _all_ about you, Monroe," Bill growled, "I've read about you. You used to run in the same gang as Falco Lombardi, and ever since he joined StarFox you've been out to prove that you're still good enough to run with him. But you don't have _near_ what it takes to be StarFox material. Trust me, I know. You're a _wannabe_. You think this is all just some sort of game or something. You go out and do some flashy stunt with your claws all done up and come off like some cute little daredevil, but in the end you just don't _get _it. You don't realize that our way of life has been at risk this whole time and that the only reason we're here is because _millions_ of people have died to get us this far. And that is what's going to get even more people killed, if you go into this battle with something to prove, thinking that it's just some WarGame you can restart when you fuck up."

Katt pursed her mouth together and cocked her head to the side.

"You think I _don't _understand it all? You weren't there on Macbeth during the _year_ before Venom invaded Aquas. I was, running supplies and messages for the Resistance and helping out as much as I could without getting caught. You think the worst of it happened just before we came here and set them free? I've got enough horror stories to last a _lifetime_!" Katt snapped, "Maybe you should consider that the reason I do 'some flashy stunt with my claws done up' is because it's my way of _dealing _with what's going on out there! Just different systems for different people. You act all tough to deal with it. I disconnect it. I turn it into a fashion statement, because it's harder to let all of the dead bodies get to you that way."

Bill sighed and looked askance down the hangar deck. More than a few deckhands and pilots were watching the exchange.

"I know about you, too, Bill Grey," Katt said, "Falco told me a little bit about you after Zoness. You and Fox McCloud and Slippy Toad used to be bosom buddies back in your cub years. You even went to the Flight Academy with McCloud. But here you are, just some Army major, while your two best friends fly point for StarFox. You don't think _you're_ going out there with something to prove? That sounds kind of familiar, Grey. I'm trying to impress my man. You're trying to impress _McCloud_. Maybe we're not so different after all."

Bill growled, his heart rate increasing. The feline had struck a nerve.

"I _don't _have _anything _to prove. And we've got _nothing_ in common," Bill retorted, "I trained, I prepared, I was conditioned into--"

"And when it came down to it, Fox McCloud didn't think you were good enough. He didn't think _you _were StarFox material. He chose _Falco_. He chose someone like _me_," Katt sneered with an emphatic raise of her eyebrows.

"I'm twice the _fucking_ pilot of you _and _Lombardi!" Bill exploded, lunging forward and coming within a few centimeters of Monroe's face.

Katt smiled. Those sapphire blues narrowed smugly.

"I rest my case, big boy," Katt sniffed.

Bill knew he'd overreacted the moment he considered striking Monroe. He stopped himself from doing anything, breathed in and out, then stepped back. He looked away from the feline, back down the hangar deck at the rows of Comet fighters. Bill clenched his jaw and counted to ten as the surrounding pilots and deckhands tried to look busy and pretended like they hadn't heard everything.

The silence was broken by Monroe herself, coming up behind him.

"But who cares if we've got something to prove? Who doesn't?" Katt inquired softly, "It's the ones who don't give a shit that have the real problems. Having something to prove pushes you to be better, above the ones that don't care. It pushes you to the point where it doesn't _matter_ if you live up to the ones you idolize or impress the ones you love. In the face of what you've accomplished on the way, it's vindication enough for _yourself_. So what if, after all I do, Falco still doesn't notice me the way I wish he did? The fact that I saved people's lives and…and became a part of something better…I mean, that's worth something in itself, isn't it? And what does it matter about StarFox? Think of all that you've done. You probably _are_ twice the pilot I am."

Bill looked back at her with a weary expression on his face.

"After all that 'arrogant sexist' stuff, you go and smooth everything out just like that," Bill remarked, somewhat confused, "You really are something, Monroe."

Katt flashed a Falco Lombardi-patented smirk.

"Falco used to say I could go zero to bitch in three seconds and back just as fast," Katt giggled, "I'm evil when I don't get my way, but once I do I'm just a harmless little pussycat."

"I'm sorry for what I said earlier," Bill offered, "Maybe I judge too much on appearances."

"I'm used to it," Katt shrugged, "It just makes things more satisfying when I prove people wrong."

Bill Grey exhaled in amazement, then looked from Katt to her pink ship and back.

"It'll be interesting to see you out there," Bill conceded calmly, "I hope you prove me wrong, then."

"I will," Katt nodded confidently.

Bill nodded and awkwardly turned around, and began walking back up the hangar deck.

"For what it's worth…" Monroe called to him, and Bill stopped, looking back over his shoulder with hard, brown eyes.

"I think you're definitely StarFox material," Katt smiled.

Bill returned the smile and tried to make the compliment mean something.

Then he turned back and continued up the hangar deck.

* * *

To the casual observer, it would appear that an asteroid field had formed over the grey-blue planet of Macbeth. In fact, an even rarer event had occurred: over eighty Cornerian Starfleet ships had converged over the planet, forming one of the largest stellar attack forces ever assembled in Lylat history. Twelve _Trafalguis_-class destroyers made up the core of the attack force, long grey craft each sporting a trio of pylons connected to huge engine nacelles that also housed the ship's assault pulse lasers. Twenty _Acropolis_-class assault ships, boxy craft that many affectionately described as 'coffins with engines', acted as support for the larger ships. An additional fifteen _Nelson_-class frigates acted as further support, each blunt cross-shaped ships with dozens of nova bomb launchers and experimental generators with which to project shields onto damaged ships. A compliment of thirty five teardrop-shaped _Aries_-class patrol cruisers protected the force from starfighters and bombers.

Only two other ships remained unique in the massive fleet: One _Dreadnaught-_class space cruiser known as the _Great Fox_, which sat serenely on the outskirts of the fleet, and the colossal _Ajax_ battlecarrier, the largest single ship in the fleet, which occupied the center position in the armada. Bearing some resemblance to the mythical whales said to once swim in the oceans of Aquas, the _Ajax_ had the appearance of a rectangular flower-box coming up from the stern, the bow end terminating in a gargantuan mouth-like opening from which up to six fighters at a time could be launched from the railgun catapaults positioned along the inside. Straddled atop this maw was a large crown like a pair of stubby wings, at the center of which was the large bridge of the _Ajax_.

On the bridge, General George Pepper stood with his hands behind his back, surveying the void of space before him. He looked beyond the ships, even beyond the planet of Macbeth and all of the suffering that it had endured, and stared at the white-orange star known as Verona. It burned bright and beautiful, so vibrant that it would've blinded him if not for the ultraviolet-absorbing coat over the durasteel viewport or the computerized light filter connected to it that darkened the light to a safe level. Very close to Verona, it was possible to make out a tiny greenish dot, just barely visible in the blackness of space.

The planet of Venom looked harmless, almost insignificant at this distance. The dense orbital defenses and sizable fleet that protected the planet were unobvious. The countless miseries that the planet had visited upon the rest of Lylat were unapparent at so far away. But both indeed were there, and here Pepper stood on the eve of Venom's reckoning for all of the pain she had caused.

The fifty five year-old General blinked his sky-blue eyes and glared at the green dot, as if he could just glare it into nothingness and thus spare all of the lives he would have to sacrifice in order to remove it as a threat. But Pepper knew better than to wish for such fortune. Wishing or trusting hadn't done a damn thing in the past. It hadn't prevented Andross from playing upon weakness and foolishness and anger to get what he wanted; it hadn't stopped James McCloud from dying at Venomian hands and it hadn't saved Lylat from this nightmare of a war. The only thing that would change things was action, and General Pepper restrained himself from enjoying too much the ability to finally take it.

"I'm coming for you, you bastard," Pepper whispered, "I'm coming with someone who's going to do what should've been done _years_ ago."

"General, sir," Admiral Samuel Chen, field commander of the _Ajax_ and the fleet said with a salute, "The captain of the _Ranger_ is here."

Pepper turned to face the orange tabby, returning the salute.

"Very good, Admiral," he said in his rich, melodic voice, then walked along the spotless white floor of the bridge with the Admiral in tow, past the main bridge area and into the war room, a large conference area with a slab-like holoprojection table upon which the plans for tactical operations were discussed and briefed.

It was one of Pepper's customs to always give one final, last-minute briefing of the basics of every operation he commanded to the most senior officers, so that they might have his orders fresh in their minds at the commencement of the battle. Gathered in the war room were the twelve captains of each _Trafalguis_-class, as well as the commanders of the fourteen air groups of fighters that would spearhead the operation. Major Bill Grey and Commander Fox McCloud had been given a pass on the meeting, having had a hand in the planning of the operation. As Admiral Chen stood amongst the other twenty six officers in the group, General Pepper stood at the other side of the holoprojector table from them, commanding them to be at ease before their hands went up to salute him. He activated his briefing projection for the battle, and instantly the green globe of Venom appeared, surrounded by dozens of red shapes.

Pepper surveyed the officers and concealed his disappointment that there was not a single person among them that was not a canine, feline, leporid or vulpine. On top of this, there was only one female. Andross did have a point about the speciesist, sexist discrimination in the military; it was something that Pepper hoped to fix when the war was over.

"Right, then, I'd like to thank you all for coming. Let's get started," General Pepper said, "We're here to review the finer points of our plan of attack on Venom. If any of you happens to have any questions, please feel free to ask them. Our attack is an essentially simple two-pronged strike: A large assault by our ships on the defenses in the space over Venom, and a much smaller special ops strike on the Venomian Imperial Palace. Our entire fleet will proceed at maximum warp to Venom at 1100 hours Macbeth time, exiting warp within laser range of the edges of the Venomian defenses. The fleet will split and warp into the battle in three waves. The first two waves will be made up of three _Trafalguis_-class ships, five _Acropolis_-class ships, five_ Nelson_-class ships, and eleven _Aries_-class ships each. These two waves will be the first into the battle, and will warp into the two concentration points of the Venomian defenses. These two waves will intentionally leave a large gap between the two of them as they warp into the battle."

Pepper paused at this point, waiting for questions as a pair of equally-sized groups of blue ships appeared on the projection to challenge the red objects. Seeing that they had no questions, Pepper continued.

"One of two things will happen, both of which are beneficial to us. In the less likely scenario, the Venomians will see through our ruse and concentrate their attacks on the front of the two groups," Pepper said, "If this occurs, the third group will be called in. This third group is much larger than the initial two, made up of the remaining six _Trafalguis_-class, ten _Acropolis_-class, five _Nelson_-class, twelve _Aries_-class ships, and the _Ajax_ itself. The third group will warp into the battle, through the space between the groups and any initial space created by the separation of the Venomians to attack the first two groups, then split and flank the enemy attacks on both initial waves."

The projection showed the red shapes divide slightly in half, each half leaning towards the closer group of blue ships. Then a third, larger group of blue ships appeared and wedged the red ships apart, at which point the red ships disappeared.

"In the much more likely situation," Pepper explained, "The Venomians will use the space we give them to separate the two initial waves and attempt to crush them."

The projection showed many of the red ships moving between the two groups of blue, pushing them further apart and into groups of other red ships.

"At this point," Pepper elaborated, "The third wave of ships will warp into the battle, flanking the center group of Venomians breaking through our formation, and forming a box maneuver in which the Venomian ships in the center will find themselves under fire from three sides, with the only options being retreat or death."

On the projection, the third wave of ships appeared, which then destroyed the center group of enemy ships.

"The space over Venom can be divided into two areas: Area Six and the Bolse Defense Platform," Pepper explained, "Bolse is an orbital defense station, production factory and military staging ground all in one. It'll be the enemy hub of command and control for the battle. Area Six is a heavily-defended region of space over the most convenient atmospheric re-entry point for the Imperial Palace and the Venomian capitol of Blight. The space between them is relatively small for our purposes, but there's little reason for the Venomians to expect the brunt of our attack to come from there, which makes their attempted flanking maneuver from this position more likely."

"Sir," the Labrador captain of the _Trafalguis_-class destroyer _Monitor_ inquired with a raised hand, "Which of these areas of attack is more heavily defended?"

"They're both going to be pretty difficult to deal with," Pepper answered, "It just depends on what you'd like to face. Bolse is a fortified space station, and a military staging ground, so it's going to have its own compliment of defenses, as well as more capital ships. Area Six has less capital ships, but it's got dozens of Umbra-class defense satellites and more fighters. Overall, if I was in the _Monitor_, I'd rather get stuck attacking Area Six. If I was in a Comet, I'd prefer Bolse. Either way, it's going to be a tough day for _somebody_."

The officers all gave a nervous laugh.

"Additionally, we have reports of two as-yet unknown threats. They refer to a new type of flagship that the Venomians apparently have, as well as a type of specialized defense satellite in Area Six. The flagship is known as the _Xerxes_. It's an experimental design, a departure from normal, just like the _Ajax_. What we know about it is that it was designed with guerilla warfare in mind, and reportedly built with advanced warp engines. We believe this signals the Venomians' readiness to retreat and wage a terroristic war against us, even if we manage to take Venom itself. We can't allow this to happen. If the _Xerxes _is spotted, orders will be to engage at the earliest possible opportunity for our fighter-bombers and capital ships," Pepper lectured, "Our information is equally limited concerning this defense satellite. Its code-name is the Gorgon, and if it's anything like Andross' other super-weapons, it'll be something totally off the wall and deadly. We've heard rumors of some sort of visual cloaking device, armor piercing missiles, even robotic-fucking-tentacles. What we know for sure is that it has some sort of improved pulse-laser, possibly more powerful than one of our own. Smiles all around, huh, chaps?"

The officers once again laughed nervously.

At this point a leporid, the commander of the 6th Fighter-Bomber Air Group, raised his hand in query.

"What is it, Major?" Pepper inquired.

"Other than this new flagship and the satellite, how many confirmed forces do the Venomians have?" the rabbit inquired, his ears twitching.

Pepper smiled grimly.

"In total, we have confirmed thirty two Umbra-class defense satellites, twelve _Harlock_-class frigates, seven _Zeram_-class cruisers, two _Sulaco_-class destroyers and one _Grazan_-class carrier in Area Six, along with a perimeter minefield of perhaps 1500 space mines. Around Bolse, we've confirmed sixteen _Zeram_-class cruisers, nine _Harlock_-class frigates, five _Sulaco_-class destroyers and two _Grazan_-class carriers, as well as the considerable firepower of the Bolse station itself," Pepper answered coldly, "Not including the Umbra satellites, the space mines, or the _thousands _of fighters that are sure to be included, for those of you that haven't done the math this amounts to fifty-four capital ships pitted against our eighty-three. With the Umbra satellites counted as capital ships, however, the Venomians outnumber us by three."

The slight rumble of agitation could be heard amongst the officers, a look of worry on more than one face.

General Pepper gave voice to their concerns.

"This amounts, by far, to the biggest space battle of this war. Maybe even bigger than this galaxy has ever seen," Pepper addressed, "Which is why this attack is two-pronged. While we are engaging the Venomians, drawing their forces to concentrate on us, _Great Fox _will warp onto the far side of Venom and deploy Team StarFox. StarFox will re-enter the Venomian atmosphere at a less convenient entry point than Area Six, but a point that will be unguarded due to the massive distraction we will provide. Our presence will surely draw all of the orbital forces over Venom. StarFox will fly over the Imperial Palace and begin bombing it. After destroying the Palace, StarFox will move in and apprehend Andross. They will bring Andross into custody and force him to surrender. If he refuses, StarFox will assassinate Andross."

Pepper paused to allow the sentiment to sink in.

"With Andross alive, we can expect an immediate surrender. If he is dead, the Venomian government will be essentially decapitated. Our analysts have determined that Andross has no determined heir. The head of the Venomian Armed Forces, General Maximilian Zaius, and the General Secretary of the Venomian government, Eva Kriegler, are indisposed to take over the government for various reasons. Zaius controls the military but has no real support amongst the people, and it was determined that Kriegler couldn't influence either the people or the military enough to maintain the strength of the Venomian state," Pepper informed, "No matter what, if Andross dies, the Venomian Empire of Andross will be thrown into disarray. The people of Venom distrust the military without Andross' command, and we predict factionalism runs high in the Venomian Armed Forces. After he dies, if there is no surrender within an hour and the battle could still be lost, the fleet will withdraw and wait. We will quarantine Venom and prevent ships from warping away, but other than that we will wait for Venom to surrender or weaken enough to be easily taken."

"Sir," Admiral Chen asked, "I think I speak for a lot of people when I ask, frankly, why StarFox are the ones to either capture or assassinate Andross?"

Pepper nodded and smiled softly.

"I've taken some flak for that decision. And I've been waiting for someone to ask that question, Sam, so thanks," Pepper replied warmly, "I'd like to elaborate this to all of you: this is more than just a military war. It is a political and ideological one. This war was fought just as much in the hearts and minds of everyone in Lylat as it was on the battlefield. The hearts and souls of the Venomian people are against us. They hate us, they think we are their oppressors, and they are willing to follow Andross into hell if he's willing to lead them. After we have won this war, we will do everything we can to correct the problems that started it. We will treat the people of Venom with mercy and with respect. But before that happens we have to win this war, and the only quick way to do that is to totally _crush_ the hearts and minds of the Venomian people. To them, Andross represents all that could lead them to victory, and Fox McCloud represents a perfect picture of their enemy. To the Venomians, Fox McCloud is aristocratic, arrogant, a hypocritical picture of the speciesist oppressor race. A squad of soldiers shooting Andross will turn him into a martyr. The Venomians will be only _more_ committed to dying for his cause. But if the perfect picture of their enemy kills Andross? That represents a total defeat in the face of everything that the Venomians stand for. Fox McCloud is the only person that could kill Andross and maybe stop this war as a direct result. And _that_ is why we are sending him in, gentlemen."

There was a moment of silence, in which no more questions were asked.

"I think that covers it, gentlemen. Return to your ships, please," General Pepper commanded.

The officers stood at attention and saluted, a gesture which Pepper returned, then he turned on his heel and exited the war room. He quickly strode down the immaculate white halls of the _Ajax_'s command deck, making his way to his quarters and closing the door. Pepper approached the holoprojector at the corner of his quarters, dialing into the keypad a transmission number for the planet of Macbeth below.

The projector flickered to life, pulsing as the transmission connected and the person on the other end answered.

The image of a white female canine with furry thick ears appeared. She wore a grey vest over a red shirt, and long black pants. Over her feet were a pair of tough working boots, while around her neck was a golden Lylatian pendant. Between her ears was a red silk bow. The blue eyes of Fay Donahue stared back at General Pepper, fascinating even through the hologram. Her eyes seemed to convey varying levels of tragedy and hope, which fluctuated depending on her mood. As the de-facto leader of the Macbeth Resistance in Wayland, Pepper was sure Fay had seen her share of both.

"General," Fay smiled, "It's a pleasure."

"The pleasure is all mine, Miss Donahue," Pepper nodded curtly, "I thought I'd ask how things are progressing down there before we leave."

Fay looked down solemnly, then back up to the General.

"It's going to take a while before things get back in order here. The real problem wasn't with the Venomians, it was the collaborators that were the real threat to us," Fay said, "Some regular citizens and members of Civil Protection seemed more than happy to work with Venom to subjugate Macbeth. They have a lot to answer for. We're still discovering all of the death camps in the countryside. Over half of Wayland is in ruins…things won't be normal here for a very long time."

She spoke quietly, reviewing all of the things that had happened to her during the almost two years that Venom had controlled Macbeth. They all weighed heavily on her soul.

"Corneria's going to help rebuild Macbeth, Miss Donahue," Pepper vowed, "We're going to try to unite this system as never before, you have my word."

Fay's eyes closed, and she wiped something away from her eyes.

"I…_we've_ lost a lot, General," Fay whispered, her voice trembling, "It's getting harder and harder to remember what things were like before all this. It's going to be even more difficult to move on from what's happened. Part of me still can't believe it's almost over."

"It is, Miss Donahue," Pepper nodded, bowing his head like a gentleman, "This whole nightmare is very nearly finished."

"I'll say a prayer for you all," Fay smiled softly.

"Thank you," Pepper replied graciously.

With that, their brief conversation ended with a flickering of the hologram. The soft look on General Pepper's face faded, becoming much harder as he dialed a Cornerian transmission code into the hologram projector. The transmission was received almost instantly, the projector casting the ghostly image of a grey bulldog in a blue pinstriped suit. The brown eyes of Prime Minister Walter Neville were tired and stressed, with some level of annoyance as he looked at General Pepper.

"What do you want, George?" Neville demanded quietly.

The Prime Minister and the General of the Armed Forces were notorious for their dislike of one another, dating far back to Neville's early days as a member of the House of Commons of the Cornerian Parliament, when a rumor arose that Pepper had engaged in an affair with Neville's wife. Despite the untruth of the rumor, the officer and the politician continued to butt heads as they rose up their respective ladders of power. Neville could not remove Pepper from his command because Pepper's mistakes were so few and far between, and to remove him would be seen as an obvious political move that would seriously affect his credibility. Pepper could do nothing about Neville because he was an elected official of the government. So the two were made to deal with each other, which only increased their mutual loathing.

"When this war is over, there's going to be a change, Walter," Pepper growled.

"What the hell are you talking about?" Neville snapped.

"You _know_ what I mean," Pepper replied, "You could've prevented this war a dozen times. You could've executed Andross back when he was causing problems on Corneria. You could've passed a civil rights amendment for the apes and all of the others that are now loyal to Venom. You could've let me attack them when we _knew_ they were building an army to conquer Lylat. But instead you decided to use Andross as a political tool, so that you could look like you were appealing to the liberals while still keeping the conservatives happy by preventing the apes from getting equal rights. So you made us into the bastards that Andross said we were, and then you gave him the power to do all that he's done. I don't know what you _thought_ you were doing, but Andross should pin a medal on you for making his job so easy."

"Don't you _dare_ try to stick this on me, George!!" Neville snarled, "With all your posturing about equal rights and whatnot, you're forgetting the basic fact that that's how this system _works_! We've led a society based on these principles for two centuries! And it's made us all rich and powerful, and it's kept the peace until now. Do you think _I _could've changed it? Maybe we _needed_ a war in order to show us that we were doing it wrong."

"That's not good enough, Walter," Pepper shot back, "Not when we're still counting up all the dead. They deserve more than that."

Neville scoffed.

"You know, it's so _easy_ for you to take the high road, and say 'I told you so', but that's because in your job all you have to do is win battles. You don't have to please everyone like I have to. You don't have to appeal to the people who want change and the people who like things to stay the same, at the same time. You've got no idea how hard it is to change society. Do you think that I _wanted_ this, George?" Neville demanded.

"You were too afraid to face it. You were too much of a coward to do what had to be done," Pepper growled, "You _know_ it. And your political career is done because of it, Walter. The Labour Party's breathing down your neck. After I win this war, the people are going to elect someone who's going to prevent something like this from happening again."

"You haven't won a thing _yet_," Neville rumbled, "Now shut up and do what you're good for. I'm done talking to you."

With that, the transmission ended as the Prime Minister cut off.

Pepper smirked, and thought fondly on the idea that this war and his feud with Neville was coming to a close in the exact same fashion: victory on his part. One thing remained for him, and he felt it was vitally important.

Pepper exited his quarters, returning to the bridge area of the _Ajax_. Once again, he could see the wide expanse of space stretching out the viewport, as well as the massive fleet surrounding the ship. Now, his focus was expressly on the fleet itself. Pepper walked up to the Command and Control console for the ship, gripping the small phone installed on the table console.

"Mister Bartorillo," Pepper growled, looking over to the Senior Officer of the Watch.

Lieutenant Felix Bartorillo, a young badger in a dark blue uniform, looked up from the tactical station's glowing glass plot map, calmly responding in a gravelly voice, "Sir?"

"Connect me to the entire fleet. Order all ships to broadcast my voice on their intercoms," Pepper commanded.

"Yessir," Bartorillo nodded, walking over to the communications center, directing one of the technicians to relay the General's transmissions.

After a moment, the badger looked back to General Pepper and said, "You're good to go, sir."

Pepper nodded, then raised the phone to his brown-furred muzzle.

"This is General Pepper," he growled, "I want you all to hear what I've got to say. This war has been unlike any that the galaxy has yet seen. This hasn't been a fight for land, or resources, or power, like the wars that have gone before. This has been a fight for survival. For the preservation of our way of life, from an enemy that has reason to hate us. In our own way, we are just as responsible for this war as Andross. It was our arrogance that encouraged us to discriminate against our fellow person. It was our pride that blinded us to the fact that we left them no place else to turn but into the hands of a ruthless monster. And it was our fear that allowed him to grow stronger, until the day when he decided to come for all of us."

"There are those that would be disinclined to learn from the lessons that this war has taught us," Pepper continued, "That our society can continue to exist by a double standard. That would be foolish. It would be equally wrong to vilify and demonize the ones that allowed this all to come to pass. There are too many of them to blame. Let each person search his conscience for the wrongs that they have committed in propagating the corruption of our morals. And let us learn from what we have seen over this conflict. The destruction and the crimes committed on Macbeth. The wasteland of Zoness. The devastation of Aquas. And the threats to our own beloved Corneria. I'm not reciting these facts for the purposes of recrimination. Simply to show how close we came to absolute destruction. How far we have come since then. For _today_, we stand on Andross' doorstep!!"

Pepper's voice became more active and empassioned.

"None of us wanted this war to start. The only thing we can do is to prevent another just like it from starting again. And all of us want this war over with. The only way to get it over with is to go after the sons-of-bitches that started it! We are all about to do just that. Upon this war depended the survival of Lylat civilization. Of any hopes of reason and justice. The enemy turned all its fury against us. Not to conquer our lands or our resources, but to break our _spirit_," Pepper orated, "Andross knew that he must break our spirit, or lose this war. So he sent his monsters and his armies to take all that they could from us. And they _have_ taken _so much_ from us! But they have not robbed us of our spirit, or of our sacred honor! So let us now take from them, _everything_! The battle for Macbeth is over. The Battle of Venom is about to begin. This battle will be the largest of this war. Possibly the largest in all of Lylat history. And here we stand, ready to rescue the galaxy from the dark age of tyranny that the enemy seemed so eager to cast us into. I actually pity the poor bastards we're going up against! Because we have the finest ships, the finest equipment, and the finest soldiers in all of Lylat. May God have _mercy_ on our enemies, because we sure as hell will _not_!"

Pepper's blue eyes were aglow as he addressed his soldiers, practically able to sense their mounting enthusiasm. He drew in his breath and belted out his crescendo.

"All of you brace yourselves for your duties, and so bear yourselves to make history! For if all of Corneria and its Commonwealth should last for _thousand_ years, they will still say that '_This _was their _finest_ hour!' Gentlemen, to your ships! This war ends _today_!"

The crew of the bridge instantly rose to their feet and applauded as Pepper hung up the phone. All over the fleet, soldiers and pilots were cheering and preparing themselves for battle.

Inside the _Great Fox_, Fox McCloud smiled and nodded, his mind calm and ready for the task ahead.

"Begin battle formations and plot a course to Venom at maximum warp, Mister Bartorillo," Admiral Chen ordered.

General Pepper sat down in the command chair on the bridge, returning his gaze to the distant green dot of Venom.

"Here we come, you son of a bitch," Pepper murmured, "Your move."

* * *

AUTHOR'S NOTE: I wanted to give you guys a bit of a set-up for the next chapter, and wrap up all of the plotlines for the supporting characters before getting to the final chapter with Fox and Wolf again. So I gave you a little peek at Fay, and my tough-as-nails General Pepper. The next two chapters should be coming very soon, so get your reviews in quick!-TU


	10. The Battle of Venom

AUTHOR'S NOTE: Alright, it's totally unrealistic to think that the StarFox Team could breach the defenses over Venom when the Cornerian Starfleet was unable to, like in Star Fox 64. Instead, they would do like a real military force does, and slip in under the defenses while the big guns duke it out to provide a distraction. I wanted to give a different take on space battles than usual here, sort of an 'everyday hero' kind of story to contrast with the state-of-the-art warfare that StarFox is able to wage. This was influenced by a mix of the Battle of Midway and the Battle of Endor in Return of the Jedi. Enjoy!-TU

* * *

**-The Battle of Venom-**

The Space Dynamics prototype R-16 star fighter, along with the R-64 Arwing that was developed from it (and the VenCom B-35 Wolfen that was reverse-engineered from it) followed the design principle of a highly-advanced next-generation space superiority fighter that could outperform anything else in the Lylat System. All were powered by a miniaturized solar ionization reactor that could provide essentially indefinite power as long as the reactions were isolated, which posed no danger of explosion in the event of something going wrong. All three fighters also revolved around Space Dynamics' revolutionary zero-point ambient gravity field diffusion system (g-diffuser, for short), which could gather and manipulate any ambient gravitational force around the ship to give incredible maneuverability as well as additional power without adding to gross mass.

These systems were also extremely high-maintenance, prohibitively expensive and mostly untested, which essentially restricted both the Arwing and the Wolfen to the specialized operations of StarFox and StarWolf.

The Fantomas Hypernautics J-4 Comet fighter of the Cornerian Starfleet, however, was a totally different story. The Comet was the logical next step rather than the giant leap forward of the Arwing and Wolfen, a practical update of the IF-14 Ultima star fighters of the pre-war period.

As Major Bill Grey did a last minute systems check inside the cockpit of his Comet, he worked to banish the thoughts in his head of how StarFox had it so much easier than those in the Starfleet, including himself. Despite the maintenance issues of the Arwings, they didn't suffer from any of the drawbacks that the Comets had by comparison.

Unlike the solar ionization reactor and g-diffusion systems of an Arwing, the Comet was powered by a series of tradium fuel cells that fed power to its twin over-and-under ion thrusters. This meant that the Comets needed to be periodically refueled with tradium, a high-density liquid fuel that could turn the fighter into a firebomb if it were to be critically hit in a vital fuel area. It was a considerable improvement over the tylim fuel of the older Ultimas, which was known to spontaneously combust merely if enough stress was put upon the fighter's structure (not to mention the cheaper Venomian design practice of 'recharging' star fighters with hypermatter, which was radioactive and carcinogenic in addition to being incredibly explosive). Still, the improvement sounded rather pathetic next to the fact that the Arwing and the Wolfen didn't really need to be re-fueled, since the fusion reaction and the g-diffuser systems were self-sustaining.

The Comet's ion thrusters were also much less powerful than the Arwing's single plasma thruster, however they did have a level of maneuverability and reliability that the Arwing could lack on occasion. The shield system of the J-4 was around the same level as that of the Arwing; however it lacked a particle induction gimbal that flared the shields to near-exponential levels during barrel rolls. Additionally, the Comet had only one laser cannon as opposed to the Arwing's twin guns, but this fact was mitigated by the Comet having a much higher rate of fire than the Arwing. Though the Comet had capacity for only two nova bombs as opposed to the Arwing's six bomb magazine, it also had hard-points on its sloping wings for missiles, munitions pods and external fuel tanks.

Bill pressed a small button on the arm of his flight suit, doing a pressure check and seeing through the clear acrylic glass of his helmet visor that his suit was completely sealed and safe. He again thought back to the conveniences of the Arwing, as opposed to his Comet. All Comet pilots wore pressurized flight suits with sealed helmets and oxygen tanks, in order to ensure survival in the vacuum of space if one needed to eject. Contrariwise, the ejector seat of an Arwing was equipped with a compressed air tank and a magnetic shield generator, essentially able to create a small sealed 'bubble' of air around the pilot and ejector seat, thus eliminating the need for a suit.

Bill then shifted back into the seat and checked over all of the analog gages and switches that were scattered around the control console, markedly different from the integrated avionics and advanced flight controls present in the Arwing. All systems appeared to be nominal. He looked out the side of his cockpit bubble, to the sleek wings painted green and silver. On the edge of one of the wings was the basic stenciled namesake _Miss Margaret_, one of Bill's on-and-off girlfriends during his academy years. Bill's Comet had been modified by the deck crew of Bulldog and Husky squadrons, perhaps with the knowledge of his admiration of Team StarFox. The modifications had increased the speed of the Comet and included a particle induction gimbal to allow the ship to execute shield-flaring barrel rolls like the Arwings. Bill was gracious to his deck crew, and he loved _Miss Margaret_.

But she wasn't an Arwing.

The whirring of hydraulic equipment got Bill's attention, and he felt the lurching feeling of movement as a massive elevator platform lowered _Miss Margaret_ down below the hangar deck floor and into a dark, mechanical tunnel. Another whining behind him was the only warning Bill received as the thick robotic arm of a rail gun catapult coupled with _Miss Margaret_'s undercarriage and lifted the fighter sideways through the tunnel and out the end into the cavernous open space that made up the launch bay of the _Ajax_. At both sides of the interior of the battle carrier's open 'mouth' were three rail gun catapults that connected to the flight elevators of the ten hangar decks of the ship. These catapults were positioned one on top of the other, to allow up to six fighters at a time (a fourth of a squadron) to be launched from the bay, and could withdraw and be ready to fire another six fighters in thirty seconds. At the bottom of the launch bay was a series of three magnetic pads on which small shuttles could be immediately launched. Currently, the pink _Cat's Paw_ of Katt Monroe was secured to one of the pads, unable to utilize the launch catapults. To the rear of the launch bay was the stretching landing lights for the fighters to return and make a landing back into the ship. To the front, where Bill's eyes were locked, was the _Ajax_'s gaping mouth, opening hundreds of meters wide to reveal the vast star field of space.

"Point squadron, Pack Leader," Bill announced into his microphone, "Confirm systems go and standing by."

One by one, the six other fighters ready to launch reported in by their individual call signs.

"Rev standing by," called Flight Officer Russell "Rev" Parks, a Schnauzer that had joined Bill's attachment on Katina before he had. Rev's easygoing coolness had prompted Bill to promote him to Flight Officer, making him one of the higher-ranking pilots in Bulldog Squadron.

"Zippa standing by," replied Lieutenant Kylie "Zippa" Rayes. Zippa was a leporid that had been a three time all-conference sprinter at the University of Pennopolis on Corneria, whose flying style apparently mirrored her running style.

"Crashdown standing by," responded Junior Lieutenant Gaston "Crashdown" Bates, a vulpine and one of the youngest pilots in Bulldog squadron. He'd earned the namesake because of his miserable, near-failing record in the simulators during training, which only irritated him since his cockpit flight record was completely accident-free.

"Stovetop standing by," called Lieutenant Saul "Stovetop" Beckett. Stovetop was an enhydra originally from Zoness, known for his ability to cook an exceptional homemade clam chowder. Over the course of the war Stovetop had developed a somewhat cynical disposition rife with cruel sarcasm that was characteristic of the enhydra temper; Bill was sure it had a lot to do with what the Venomians did to Zoness, the heinousness of which had traumatized and galvanized the patriotism of many off-world otters since.

"Junkie standing by," called in Lieutenant Adam "Junkie" Thrace. Junkie had enlisted in the Cornerian Starfleet after undergoing rehabilitation for stimulant addiction, working his way up to a commissioned officer position by the age of thirty one. Though the ram's nerves were still a little jumpy, he'd garnered a lot of respect from the other pilots, and Bill definitely trusted him.

They were good pilots to launch with.

Bill corrected himself. All of his pilots, all forty-eight in Bulldog and Husky squadrons, were good pilots. And some of them wouldn't survive this battle.

"Katt standing by," Katt Monroe said over the comm. Bill looked out of the corner of the cockpit, down below to the magnetic pad where the _Cat's Paw_ was moored. He still didn't know quite what to make of the fashion-conscious mercenary pilot. He hoped she had enough tricks to back up all of her talk. Then Bill smiled when he realized that Fox probably thought the same thing about Falco.

"_Ajax_, Pack Leader," Bill addressed his microphone, "Point squadron is all systems go and standing by for deployment."

"Copy, Pack Leader," the _Ajax_'s communications officer replied, "Will issue tactical updates as they become available. Prepare for immediate post-warp deployment and stand by until further instructions."

"Copy, _Ajax_, Pack Leader out," Bill replied, sitting back.

The moment of radio silence lasted for barely a minute before someone got tired of it.

"Hey, Crashdown," Junkie called suddenly.

"What?" Crashdown replied.

"You gonna call that girl?" Junkie probed.

"Yeah, I was wondering that myself," Rev added over the comlink.

Crashdown began to respond, "I--"

Zippa quickly cut him off with a protest of, "Hold up, Crashdown's got a _girl_? When did this happen?"

"Gee, Zippa, don't act _too_ surprised," Crashdown replied dryly.

"She's mortified of the idea that _she_'s not the girl in question. Zippa's confused when it's not _her_ sex life on the table," Stovetop commented in such a snarky tone that Bill could almost see the otter's furry muzzle smirking in his head.

"Oh, come on, she's not _that_ bad," Junkie countered in a manner that sounded like an effort to prevent conflict, but Bill could tell that Junkie was setting Stovetop up to say something particularly nasty. Junkie and Stovetop were occasional partners in crime.

"What are you talking about?" Stovetop demanded, "The only three things we talk about are sports, regular gossip and who Zippa's mate of the day is. The Octagon finals are on hold for the war, no one's done anything but work for the past week, and Zippa's _still_ managed to find no shortage of things to screw so guess what _we'll _be talking about?"

"Shut up," Zippa growled, insulted, changing her tone as she said, "But seriously, what's this about a girl, Crashdown?"

"This Junior Lieutenant with the fourteenth bomber group gave Crashdown her televox number. Very easy on the eyes." Rev jumped in before Crashdown could give his own explanation.

"She's a Junior Lt.? So that means no harm no foul with fraternization!" Zippa remarked, "What's she look like?"

"Tall, grayish fur, nice legs. Heard a rumor she was half wolf," Junkie submitted.

"Whoa, Crashdown, taking a walk on the wild side, huh?" Zippa teased, "So, you gonna call her?"

"Because if you aren't, I just might," Rev chuckled.

"But seriously, are you gonna call her?" Zippa repeated.

"I dunno, are you guys going to give me a chance to speak?" Crashdown sighed.

"Quit dodging the question," Junkie rebuked, "Are you going to give her a call?"

"I haven't yet," Crashdown said with a verbal shrug.

There was a brief pause, after which Junkie replied, "If you make it out of here, you should give her a call."

There was another moment of silence. This time it was uncomfortable. Bill was unsurprised when Stovetop tried to take their minds off the subject with an insult.

"Way to change the subject on me back there, Zippa. Why should I shut up? Does the truth hurt?" Stovetop shrugged, "I don't want to say you get around, but there's a scientist back at UPenn that thinks a black hole is forming between your legs."

"Zing!" Junkie remarked quickly in a flat tone.

"Kiss my ass, Stovetop!!" Zippa snapped, the comm. channel crackling with static.

"I'd love to," Stovetop retorted, "Just give me a where and a when, honey."

Zippa shot back, "You better watch your mouth; I might not have your back out there when you need it--"

"Hey! _Kids_," Bill suddenly erupted over the comm., "We're on the same side, remember? Let's save the anger for the _other_ guys."

"Yessir," Zippa replied neutrally.

"Yes, Major," Stovetop came back.

"Try to play nice for a while," Bill commanded softly, shutting off his comm. channel to the other fighters for a moment. The only pilot with an open channel to him was Katt Monroe.

"Hey," Bill intoned into his microphone.

"Yeah?" Katt responded.

"My group is going to be concentrating on Area Six," Bill explained awkwardly, "We're going to try to clear a path through it and hit some of the defenses head-on so that they don't take out too many fighters. Also going to be keeping an eye out for that Gorgon thing of theirs. You should follow us. You've got a larger bomb magazine, and I'll recognize you and have your back. That sounds like the best option."

"I know that, Bill," Katt affirmed, and then she probed, "You didn't really have to explain that. Is something on your mind?"

_Too much to say_, Bill thought.

"Just nerves, I guess," Bill shrugged, "Anyone that says they're not scared of going into battle is a liar. I've been lucky so far. I'm a little worried that my luck's going to run out."

"That's just normal, isn't it?" Katt presented, "Getting scared of death before battle?"  
"That's the thing," Bill smiled, "It's not death that I'm really scared of. I wouldn't have become a pilot if it bothered me that much."

"Then what is it that you _are_ worried about?" Katt inquired.

"That I'll die and no one's going to think I did anything special," Bill replied, and his brow furrowed as he said it. He hadn't really thought about it that way, and he certainly didn't understand why he would suddenly share this with someone he hardly knew.

Katt waited a moment in thought before replying.

"Does that have something to do with wanting to be part of StarFox? You don't think what you're doing right now is special?" Katt inquired.

Bill swallowed and considered her questions, then said, "When I was a kid, I thought StarFox was just some sort of dream, you know? Something that only the really exceptional guys did, so I figured what was the point in trying? Then I found out it _wasn't_ just a dream, it was possible to be exceptional, and I knew _I_ was exceptional. But by the time I figured that out, it passed me by. And for some reason, nothing that I do seems special as long as I'm not doing _that_."

"We all can't be superheroes, Bill. But we don't need to be. Life has a funny way of giving us what we need in ways we would never imagine. You may not think what you're doing is special, Bill, but there's billions of people all over Lylat who are glad you're doing it. And when this is all over, there are going to be even more people who wish they were you. And if you don't come back, there are plenty of people that are going to think you did something special, and they _all _will remember you. I'm one of them. So relax, big boy," Katt assured, "And let's show them how special we are."

Bill smiled lopsidedly.

"Good luck out there," Bill murmured.

"You too," Katt returned.

"This is the General," came General Pepper's voice on the intercom, "Reports are coming in that the Venomian forces have fallen for our trap, and are positioning themselves between our two primary attack waves. All personnel prepare for the warp jump to Venom on my mark."

A quiet, crazy calm fell over the fleet.

Some people breathed in and out to calm their swiftly-beating hearts.

Others prayed to the God Lyla for protection.

Bill Grey just stared straight ahead into the stars.

* * *

"Don't let them get through! Keep them near the defense stations!" came the thundering roar over the comlink, like a lion in the crocodilian ears of Second Lieutenant Lee "Caiman" Hogan as he grappled with the controls of his Arachnus Drive Yards A-19 Manta star fighter. Through the panoramic viewport of his cockpit, it looked like hell had appeared in the space above Venom. For nearly as far as Caiman could see, gigantic capital ships of the Venomian Empire and Cornerian Commonwealth spread throughout the vacuum of space trading laser fire as thousands of star fighters swarmed around them. Everywhere Caiman looked, something exploded with either the popping crack of a downed star fighter or the rumbling boom of a starship taking a hit, filling his heart with dread.

He didn't know how many of his wing mates were alive or dead, or if they were winning or losing. The inverted A on Caiman's blood-red helmet had lost nearly all meaning to him by this point. This was no longer a fight to defend the Venomian Empire that had promised Caiman a brighter tomorrow.

Caiman was fighting for his life in this field of stars.

His Manta buzzed through the void, the ship's hypermatter annihilation core producing a distinct, hooting echo that told him he was still living. A flight of friendly Granga fighters flashed across the front of his ship dangerously close, followed quickly by a pair of Cornerian star fighters. Caiman pressed down on the firing button on his control stick, hearing the blasters screech as it sent a pair of red laser beams through space, grazing the wing of one of the Cornerian ships. His Manta had blown past them before Caiman could tell if he'd actually hit the fighter.

The triangular Venomian ship flew over the large engine cluster of a _Sulaco_-class destroyer, gunning along the enormous midsection of the rust-red capital ship as it fired its ruby red pulse laser.

Up ahead, the _Sulaco_'s pulse laser seared into the launch bay of a Cornerian _Acropolis_-class, punching through its magnetic shielding and causing a fiery explosion that blossomed back out into space and jarred the ship to an awkward angle. Caiman's Manta reached the bow of the _Sulaco_, and he banked to the side just as a Cornerian Comet fighter railed past. Caiman gritted the sharp teeth in his long snout, sniffing anxiously as he steepened the angle of his bank, pursuing the Comet. The fighter came back into Caiman's view, leading him in between a pair of _Zeram_-class cruisers that spat a rain of laser bolts at the fighter, very nearly hitting Caiman as they flashed through the void. He lined up the red crosshairs of his heads-up display and pressed down on the firing button, throwing another pair of crimson laser blasts out of his Manta's cannons. The Comet rolled ninety degrees on its axis, narrowly dodging Caiman's shots and then curving up and to the right.

Caiman pulled back on the stick, climbing through space after it, not even aware that the maneuver had saved him from the pot shots of another passing Comet. He fired wildly at his target, missing each time but getting a little closer. Up ahead of the Comet, an Invader III fighter swooped after its own Cornerian fighter, hitting it twice with green laser fire and blasting it to bits. Caiman's target sloped out of its climb and quickly dived, shooting its own laser cannons into the Invader III, which disappeared in a blinking explosion. Caiman dived after the Comet, following it as it sloped down, then back up and leveling off as it neared a _Harlock_-class frigate.

Caiman suddenly had the crosshairs lined up, the Comet in his sights perfectly.

His thumb moved to the firing button—

The Comet suddenly disintegrated as Caiman's vision was dominated by a blinding bluish-white light. He yelled with panic, squinting his eyes shut as he shoved down on the control stick, expecting nothing but death. The Manta dived through space, just avoiding the powerful pulse-laser blast from a Cornerian _Trafalguis_-class destroyer that had unintentionally annihilated Caiman's enemy. His eyes flew back open as he realized that he was alive, frantically yanking the stick back up and leveling off, seeing out of the corner of his eye the pulse laser blast he'd nearly missed pounding into the shields of the _Harlock_ frigate. The bluish sword of laser energy crackled through the _Harlock_'s shields and then through its hull, creating a tremendous, echoing explosion. Huge fiery fissures began to spread out from the point of impact, and then an even more tremendous detonation erupted from the ship as the pulse laser cut through to the vessel's port side. The destruction was out of Caiman's view before he could see the ultimate fate of the frigate, but the entire large ship looked doomed to him.

"This is Caiman," he suddenly called into his comlink, "Is there anyone near me?"

A brief scream of terror and pain was heard over the line, and then a hiss of static as the fighter on the other end was destroyed. Despite all he had seen in just the past few minutes, it was this that made Caiman's cold reptilian blood run even colder. Barely another moment passed however before another voice came over the comlink, this one exhilarated but sounding a little calmer than Caiman felt.

"This is Gearhead," the pilot on the other end said, "I'm forming up on your two o' clock."

Caiman looked out ahead of him to see another Manta fighter fly into position just ahead and to the right of him. He'd never met Gearhead, whoever he was, but at that moment any wing mate felt like a best friend just for being there.

"There's a bowman at my one o' clock! On me!" Gearhead suddenly yelled, banking slightly to the right. Caiman followed and suddenly the nickname came back to him: a Cornerian S-8 Shadow fighter-bomber, called a 'bowman' because of the pair of crescent-shaped secondary wings forming a general circle shape around the fighter's rear profile.

The Shadow was a much less nimble fighter than the Comet, however a bit faster, substantially tougher and armed with a lot more firepower. Being in front of one was almost certain death. Getting behind one, however, was an almost certain kill. Gearhead's Manta sped up and closed in on the Shadow, pelting its rear with twin laser blasts. The Shadow rocked with the impact and began to swerve to the left in order to escape. It veered right into Caiman's line of fire, and he increased the throttle, blasting the Manta forward and coming right up behind the Shadow. He tapped the firing button three times, each time getting a dead-on hit, jolting the Shadow and sending it wildly swerving from the left to the right and back. One of the over-under ion thrusters of the Shadow began to sputter and wink out periodically.

"We almost got him, maybe one more hit," Gearhead called.

The Shadow seemed to hear them, suddenly diving down towards an _Acropolis_-class ship. Caiman and Gearhead followed after, plunging down through the star field. In the distance up ahead of them, a series of glowing red and blue strings of pulse laser fire cut lines across the star field before disappearing. As they began to re-acquire the Shadow, a pair of Comet fighters swooped out of nowhere towards them and fired, missing and then screeching past them in the opposite direction, unable to get a good enough bearing on the Venomian pilots to destroy them. The Shadow leveled off and cruised over the top of the _Acropolis_ ship, dodging the control tower just ahead of the large twin engines. The laser cannons on the _Acropolis_ began to fire at the two Mantas, their green laser fire missing at such close range with their targets moving so fast. A pair of red laser bolts lanced out of Gearhead's Manta, stabbing into the Shadow and tearing one of its wings off. The fighter-bomber twisted through the void before plowing into the surface of the _Acropolis_ with a white flash of an explosion.

"Yeah, you sonofabitch!" Gearhead shouted, taking up a position on Caiman's eleven o' clock as they sped near the bow of the _Acropolis_.

The two fighters cleared the space over the front of the ship, and Caiman cheered, "Great job, Gearh--"

A Cornerian Comet blasted up from below the bow of the _Acropolis_, colliding with Gearhead's Manta and ripping both ships apart in a sudden thud of fire and light.

Caiman had rocketed past the two exploding fighters before he'd fully understood what had happened. Gearhead was there one moment, and the next he was dead, leaving Caiman alone once again.

Caiman's breath was robbed from his throat with shock, and he guided his Manta upwards and back, towards the dominating, dark greenish-brown globe of Venom. After a moment, it became obvious to him that a sizable chunk of the Venomian ships had positioned themselves between the two large groups of invading Cornerians, attempting to separate them and drive them further into the heavy protective weaponry of the Bolse Defense Platform and Area Six. Included amongst this middle group were three _Sulaco_-class ships and one _Grazan_-class carrier. Caiman decided that it would be safer amongst the armament of this group. He engaged the throttle in full with a shove of his reptilian claw, hearing the Manta's engine rev up and streak through space.

The large group of friendly ships was getting closer, and closer and closer, the presence of enemy radar signatures becoming less and less frequent.

In the blink of an eye, a gargantuan flotilla of grey Cornerian ships suddenly dropped out of warp onto the outer flank of the central Venomian ships. Caiman had no time to process it; the abrupt appearance of a fleet of enemy vessels even larger than the other two groups already present taking him totally by surprise. The crews of the Venomian ships were equally as unprepared, all of their shield energy diverted forward and backward rather than to the flank and all of their weapons pointing in directions other than the one the enemy had just occupied. The _Ajax _and the six _Trafalguis-_class ships surrounding her all fired a full broadside of pulse laser fire, weaving a tapestry of glowing cyan from the Cornerian ships into the _Grazan _carrier and the three _Sulaco_s. A blinding explosion of white threatened to blind Caiman as all four ships were consumed with fire. When the flash cleared, all that remained of the four ships were the blackened, molten husks of dead spacecraft, among the largest classes of vessels in the Imperial Venomian Starfleet destroyed by a few seconds exposure to the combined firepower of the Cornerian ships.

It was in that moment, before the panicked commands from his superiors bellowed out of his comlink, that Caiman knew how the battle was going to end.

He was so occupied with the weight of this revelation that he didn't even notice a wing of Cornerian Comet fighters come up on his tail until they were less than a half kilometer away.

The last thing that Caiman saw were the four enemy fighters on his radar display the instant before they all fired and blew his Manta to pieces.

* * *

"All systems go. Launch!" said the flight signal officer over the comlink, and a screeching sound erupted as the _Ajax_'s rail gun catapult propelled _Miss Margaret_ and the other five fighters out of her launch bay. Bill hardly felt the acceleration as the fighter passed through the open mouth of the _Ajax_ and into the vacuum of space. Just beyond the group of Cornerian ships positioned ahead of him, Bill could see the massed formation of Venomian vessels being torn apart by the bright blue ribbons of pulse lasers projected through space.

"Maneuver below the fleet, stay out of our firing solution," Bill commanded, shoving his control stick down and feeling the slightest lurch as _Miss Margaret_ gracefully dived below the Cornerian line of fire.

"Pack Leader, _Ajax_," the communications officer aboard _Ajax _called, "Proceed to sector Kilo-Victor-Seven at thirty degrees left and rendezvous with CCS _Cyclone_ and 19th Bomber wing. Escort 19th to target intercept."

"Copy that, _Ajax_," Bill replied, banking to the left and leading his wing to the outskirts of the fleet, weaving in between the dozens of grey Cornerian vessels as they rained a deluge of fire onto the Venomian forces.

"This is Katt, I'm free of the docking pad and proceeding to Kilo-Victor-Seven," Katt Monroe announced, her unique ship becoming visible as a pink arrow on Bill's radar.

"Form up on my tail as soon as you reach the sector, Katt," Bill commanded as _Miss Margaret_ entered sector Kilo-Victor-Seven, the rendezvous point for Bill's fighter attack force.

Out of the corner of his cockpit bubble, Bill could see a large wing of slow-moving S-8 Shadow fighter-bombers followed by a larger teardrop-shaped _Aries_-class patrol vessel.

"Pack Leader, this is Dusty," a smooth voice said through the comlink, "19th Bomber group is at your command."

"_Cyclone _will provide cover to the target area, sir," the _Aries_-class ship informed.

"All ships, Pack Leader," Bill instructed, his heart racing, "Proceed to target area on me."

Bill pointed _Miss Margaret _back around, and saw for the first time the enormous greenish-brown globe of Venom, sitting still and unafraid in front of them.

In between them and the planet was a dotted sea of space mines and dozens of large wheel-and-spokes shapes of Umbra-class defense satellites.

"Here we go," Bill whispered, then cranked the throttle up and heard _Miss Margaret_ roar forward.

"Fighters coming in!" the _Cyclone _warned.

Without warning they seemed to come from the blackness of space itself, a veritable cloud of dozens of Venomian Invader II, Invader III and Manta fighters that swarmed to meet them.

"Protect the bombers!" Bill ordered, "_Cyclone_, provide cover!"

The _Cyclone _swept overhead just as the first ruby red laser beams began to fly from the enemy fighters. Bill swerved his ship through space to dodge the laser fire, and the _Cyclone_'s six laser cannons began to spit out chains of blue bolts that tore into the enemy ships one by one, blasting them apart in winking orange explosions.

"Let the _Cyclone_ do the work, everyone else just keep going," Bill directed, leading the fighters through the enemy formation as the fighters swept past him, either exploding or trying to dodge the firepower of the _Cyclone_.

A small alarm sounded, alerting Bill to the presence of another group of enemy fighters coming from the left.

"Katt, Junkie, we've got four of them coming in at eight o'clock. Take the ones on the outside, I've got the leaders," Bill instructed, "Rev, keep everyone else going!"

"Yessir," Rev answered as Bill, Junkie and Katt cut to the left to meet the four Manta fighters that had just appeared.

The Mantas fired first, the two in the middle shooting at Bill while one on the outside fired at Junkie's fighter.

Bill jerked his control stick to the side, barrel rolling and flaring the shields, the crimson laser bolts bounding off harmlessly. He leveled off and held down on the firing button, green laser blasts chattering forth from _Miss Margaret_'s single cannon and into the enemy fighters. The two Mantas exploded right in front of the ship and Bill rolled ninety degrees, flying right between the blossoming fireballs. _Miss Margaret _then curved around to the right, just behind another Manta as Katt Monroe's laser shot disintegrated it.

"Nice shot, Monroe!" Bill called as the pink _Cat's Paw_ formed up on his right.

"Thanks, big boy," Katt returned.

Junkie's fighter took up formation on Bill's left, creating a triangle that sped back to the head of the bomber formation that was getting closer and closer to Area Six.

"Got a little cooked back there, but I'm fine," Junkie informed, "Shields holding at 86%."

Up ahead, Bill could just see a massive scattered group of cylinder-shaped objects, forming a barrier between them and the defenses of Area Six.

"Pack Leader, _Cyclone_," the patrol craft called in, "You're approaching the minefield. _Cyclone _has firing solution on several targets that could clear a path through. Do you wish us to fire?"

"Affirm, _Cyclone_," Bill approved, "Everyone else throttle down and give the _Cyclone _some room; we're going to see some fireworks."

The _Cyclone_ slid into view ahead of them, barraging the minefield with its guns. The field began to twinkle and flash as mines exploded one after another, clearing a path through the deadly obstacles for them to fly through.

The ruby red beam of a pulse laser flashed from across the battlefield, stabbing into the _Cyclone _and tearing it apart in an orange flash of light. Bill didn't have time to express horror at the destruction, merely bark orders into the comlink.

"Rev, Stovetop, and Zippa, fall back and protect the rear. Junkie, Crashdown, and Katt, form up on me ahead of the group and keep clearing a path through the minefield," Bill instructed, "Dusty, you guys are going to have to group together tight in between us in order to make it through the mines. If you get a good shot at a dangerous one, take it with your lasers, but otherwise leave them to us."

"Wilco, Pack Leader," Dusty replied.

On Bill's radar, the green dots of the Shadow bombers began to group closely together as Rev, Stovetop and Zippa's fighters fell back.

The cylindrical mines suddenly became hideously close, and Bill was terrified that one still might detect them and explode. Nevertheless, there were no alarms from the radar warning receiver as the Comets screamed into the narrow corridor made by the late _Cyclone_. The end of the cleared path came closer and closer, and Bill heard the radar warning alarm as the space mines locked onto their ships and began to rush towards them.

"I got it," Katt announced, and the fat red cone of a nova bomb lanced out of the nose of her ship, through space and into one of the approaching space mines. The bomb exploded with a blue and orange flash, consuming dozens of mines and setting off several others, a chain reaction that cleared dozens of hazards from their path.

"Take the rest of them, we're almost through!" Bill shouted, lining up a far-off mine with his crosshair and pressing down on the firing button.

Bright green laser bolts leapt from the formation of Comet fighters into the distant mines, which exploded in sequence one after another until there were no more remaining in front of them.

"Accelerate as soon as you get clear of the mines, we should be running into the defense satellites and plenty of fighters," Bill instructed, "Dusty, make sure everyone's got their nova bombs and concussion missiles armed for delivery."

The minefield disappeared from Bill's peripheral vision, a large assortment of wheel-shaped Umbra satellites and Venomian ships in the distance.

"There's dozens of them coming in from the right!" Crashdown yelled, and Bill whipped his head to the right to see a cloud of enemy fighters swarming out of the twin launch bays of a titanic _Grazan_-class carrier.

"All fighters move to intercept; Dusty, break off from your current course and go on the defensive," Bill commanded, banking to the right to meet the new threat with his six other fighters. The Venomian fighters swirled in all around them, unleashing a storm of red laser fire that streamed past _Miss Margaret_. Bill felt the jerking impact of one laser blast hitting his ship's nose and decreasing the shield power to 89%.

He held down the firing button and weaved into the enemy squadron, watching them explode all around him only to be replaced by more of them.

"There's a lot of these fuckers!!" Junkie yelled, but Bill could hardly hear him because a single Manta fighter had roared over his cockpit, a few gracious meters from colliding with his ship.

A sudden screaming followed by a crackle of static issued over the comlink, then Zippa cried painfully, "They got Crashdown!"

Bill gritted his teeth in frustration as enemy fighters flew all around him, some exploding and some merely rocketing past. The _Cat's Paw_ swept in from above, blowing apart several fighters on Bill's flank before disappearing once again. _Miss Margaret_ shuddered with an impact from behind, her shields holding at 80% as Bill looked down on his radar to see three enemy ships on his six o'clock. He slammed the throttle into full, barrel rolling to deflect a salvo of fire from his pursuers, then diving downwards. The fighters stayed on Bill's tail, getting ever closer. A large shadow passed over Bill's fighter, and he looked up to see the underbelly of the _Grazan_-class carrier nearly a kilometer overhead.

"Let's see if you bastards can do a fly-by," Bill snarled, yanking the stick back and blasting _Miss Margaret_ up and towards the tight space between the two long hulls of the _Grazan_.

He barrel-rolled once, deflecting the fire from the enemy ships as he shot in between the _Grazan_'s launch bays, rocketing on a suicide course for the main bridge that connected the two hulls like an enormous basket handle. The fighters followed him, one smacking into the bottom of the _Grazan_'s hull and blowing apart. Bill yanked back on his stick even more, looping _Miss Margaret_ back down within a few meters of hitting the bridge's underside. The two remaining fighters attempted to mimic his maneuver unsuccessfully, both slamming into the bridge at full speed, creating a huge explosion that penetrated the _Grazan_'s shields and caused a small fire on the bottom of the bridge. _Miss Margaret_ zoomed out back under the carrier, now free of pursuers, and sped back towards Bill's group of fighters. One of the Cornerian Comets sped across _Miss Margaret_'s nose followed by three Granga fighters, and Bill's thumb stabbed down into the firing button, blasting apart the leader and forcing the other two to break off.

"Thanks, Major!" Stovetop called as Bill chased the two fighters.

A string of three green laser beams leapt from Bill's fighter into the rear of one of the Grangas, and the enemy fighter popped into a dozen pieces. _Cat's Paw _swept back in on Bill's three o'clock, a crimson laser beam zipping from her laser cannons and into the remaining ship, turning it into a saffron fireball that _Miss Margaret_ swooped through.

Nearly half a kilometer away, another Comet destroyed two more fighters in winking flashes of light.

"Those were the last two," Rev informed through the comlink.

"Get back into formation before they launch any more," Bill commanded, "Dusty, how's your group holding up?"

"We lost three, but there's twenty one of us still in good condition," Dusty's smooth voice replied.

Bill glanced over at the Umbra-class satellites awaiting them in the distance, ignoring the massive capital ships beyond them that fired on other ships across the battlefield.

"Form up and attack the Umbra stations, three of you to each one should do it. We'll cover you," Bill directed them, breathing in a gulp of cold air from his suit's oxygen tank.

The force of Shadows began to split up into groups of three, sailing towards the Umbra defense satellites.

"Shit, they're _huge_," one of the bomber pilots remarked.

The nearest black satellite suddenly pitched forward and fired a volley of crimson laser blasts towards the approaching bombers. They shuddered as their shields absorbed the damage, then each one fired a nova bomb and a pair of concussion missiles. The ordinance pierced the hull of the satellite with a thunderous crack, tearing through the defense station and splitting the large wheel in half.

The scene was suddenly repeated several times all over Area Six as the Shadow bombers reached their targets and delivered their ordinance.

"WOO-HOO!!" Dusty called, and Bill spared a brief smirk of triumph.

"Pack Leader, _Ajax_," the flagship called, "Third wing of Husky squadron is entering your proximity. Husky squadron will provide cover for 19th Bomber group. Proceed further into the front and engage hostile capital ships. _Ajax _and _Watchman _are tracking your position and will provide cover when possible."

"Copy, _Ajax_," Bill responded, then said, "All fighters form up and follow me."

The remaining five fighters followed Bill's lead, screeching over and past the wrecked Umbra-class satellites. A trio of Venomian Manta fighters rushed in from their two o' clock, bearing down on them at attack speed. Before Bill could order some of the fighters to intercept them, a group of concussion missiles streaked past them from behind and hit the incoming Mantas, destroying all three.

"Call it payback for the cover you gave us, Pack Leader," Dusty chimed in.

"Thanks, Dusty, take care of yourself," Bill replied as a wing of Comets swept past in the other direction.

The scores of wrecked Umbra satellites passed them by, replaced instead by other, functional Umbras, which tilted to expose all of its laser cannons to Bill's fighter group.

"Take evasive action; return fire but just keep going! We're headed for those capital ships!" Bill instructed as two of the nearest Umbra satellites fired a salvo of red laser bolts towards them. The fighter group scattered as laser bolts whizzed all around them, none scoring any hits. Bill looped around, one of the Umbra satellites coming into view as it fired another rain of lasers at _Miss Margaret_. Bill held down on his firing button, returning a stream of green laser blasts that punched into the Umbra's shield system, which rippled in a greenish haze. _Miss Margaret _streaked through the void over the Umbra satellite, taking no more fire from the defense station. As his fighter crowned over the rim of the Umbra, Bill pulled up and locked his crosshairs onto a stray Manta fighter that was buzzing in right past him. He pressed the firing button and blew the fighter into nothing.

"Everyone still here?" Bill called, scanning the radar for any missing signatures.

All five remaining pilots called in, to his relief.

The squealing of the radar warning alarm snapped Bill back into focus, and he looked ahead to see a Venomian _Harlock_-class frigate launching a formation of missiles at them.

"Try to break the lock and get in close so they can't use missiles! Then signal the _Ajax _to fire!" Bill commanded, throttling up and rocketing _Miss Margaret _straight into the path of the missiles.

"Everyone spread out!" Katt suddenly called. The formation widened in order to give each fighter enough room to maneuver through the void to evade the incoming projectiles.

"Come on, now," Bill murmured, hoping that each missile would lock onto him, so that his pilots would be safer.

The closest missile changed position, rocketing towards him at frightening speed, a grey trail of vapor issuing from its end.

"There you go," Bill nodded, gripping onto his control stick. He locked onto the first missile and pressed down on the firing button, piercing it with a laser on the first shot. There were still another five missiles headed in his direction, and the _Harlock _was getting only closer. Bill tried to line up the next missile, firing at it with a stream of laser fire, unable to hit the incoming missile. The rocket streaked forward, terrifyingly close, and Bill jerked the stick to the side, just barely dodging it. There was no time to celebrate or think, as there were four more missiles headed his way, getting increasingly close. Bill hadn't the time to even consider shooting at the missiles; he hadn't the time to do really anything but pray that he could dodge them all. Bill slalomed back and forth, from side to side, dodging missile after missile, knowing that a single slip-up would result in him being torn to pieces. The missiles streaked by, faster than ever before, left, right, up and down, seemingly coming from all directions. Bill was dizzy by the time he dodged the third missile, and then he saw the final one searing right into his cockpit bubble. A pair of red laser blasts tore into the sides of the missile, breaking it up with a whooshing explosion, and Katt Monroe yelled with triumph.

"Looks like the Major owes you one, Katt!" Zippa called emphatically as Bill let out a sigh of relief, feeling his heart thumping around inside his ribs.

Bill would've thanked Katt if the _Harlock_ frigate wasn't right there in front of them, so close that he could practically see the individual turbo laser cannon turrets rotating into position to lock on.

"Scatter!" Bill yelled, "_Ajax_, if you have a bearing, take it!"

"Roger, Pack Leader," The _Ajax _answered.

Bill yanked to the side on his stick, banking _Miss Margaret_ in a hard turn to the right along with the other fighters in his group while red turbo laser blasts streaked all around them.

Four beams of cyan light abruptly pierced the vacuum and struck the _Harlock_, quickly blasting through its shields and boring into the ship's hull. The _Harlock _cracked apart amidst resounding explosions, its sloping forward section splitting away from the rest of the ship and bucking downwards in Venom's gravitational pull. The pulse lasers disappeared, only to reappear a few kilometers ahead, cutting into a _Zeram_-class cruiser's hull and producing a series of explosions along its side.

"Get in close on that _Zeram_ cruiser; _Ajax _weakened it up for us," Bill directed, leading his wing of fighters towards the smoking ship.

"Concentrate your fire on the bridge, once it's gone the ship won't pose a threat," Katt instructed.

As they formed up, Bill could see the slightest flash as a lone Invader II fighter rocketed up from below the _Zeram_, its aim straight on Katt's underside. Bill shoved his stick forward and _Miss Margaret_ complied, diving down and lining up beautifully with the approaching fighter just as Bill punched the firing button with his thumb. Four green laser beams shot out of _Miss Margaret_'s nose, the first two flashing past the enemy ship harmlessly, the next two blasting into the Invader II simultaneously and blowing it to dust. Bill cranked the throttle up and pulled back on the stick, swooping back up and seeing the _Zeram _right ahead of them, a hulking boat-like ship with a pair of erect fins near its rear and a crown-like bridge tower in between them. In front of the bridge tower, along the _Zeram_'s dorsal surface, were a series of heavy turbolaser batteries that were weakly positioning themselves to fire on Bill's squadron.

"Lay down a line of suppressing fire on the batteries, then bomb the bridge tower at the end of your run, now!" Bill called out, lining up the first turbolaser turret on his crosshair.

The six fighters unleashed hell on the weakened _Zeram_, raining down on the dorsal hull with streams of red and green. The laser bolts struck the batteries, producing a line of explosions that worked their way down the upper hull of the ship towards the stern-mounted bridge tower. The _Zeram_'s batteries never even had the chance to fire. Turbolaser turrets exploded one by one by one, torn apart by laser blasts and scattering smoke and debris into the blackness of space, until the flight of Cornerian fighters reached the bridge tower, their lines of fire converging on a single point for a split second. In that moment, all six ships launched the red cones of nova bombs, pulling up and scattering to avoid the blast from their own ordinance. The six bombs pierced the bridge tower of the _Zeram_, producing a bright bluish-orange explosion of light that consumed the ship's control center. Bill's fighters swooped back around and re-grouped, witnessing the disabled Venomian warship smoking and lifeless as it drooped downward in Venom's gravitational pull.

"Yeah! That's how ya do it!!" Junkie hooted in triumph.

"Don't get too happy; we've got more of them coming in!" Katt responded.

Bill saw ahead the sloping brown forms of two _Harlock _frigates along with a flight of several Manta fighters coming up in between, and a larger _Zeram_ cruiser further behind. All were heading towards them.

"Looks like we've got their attention!" Bill exclaimed, his paws tightening on the control stick. He unconsciously licked his grey chops in anxiety as he faced down the approaching enemies, knowing that this was too much at one time for them to handle alone.

"_Ajax_ or immediate units, Pack Leader requesting priority fire support against sizable hostile contact," Bill requested as the ships came closer and closer.

"Pack Leader, _Ajax _does not have firing solution on your position," the _Ajax _replied quickly, "Now instructing available support units in your vicinity to lend support; _Watchman _will have a bearing in approximately ninety seconds."

"We'll be _dead_ in ninety seconds!" Bill yelled.

"Bill!" Katt alerted, and Bill's breath grew short as each _Harlock_ launched a volley of six missiles that lanced toward them with a white trail of vapor in their wake. On the radar display, the speed of the approaching ordinance made it clear that the missiles would reach them before the fighters.

"Shoot them down if you can," Bill breathed, his arm shaking slightly despite the calmness in his voice, "Otherwise, take evasive action. Break formation on my command."

The missiles edged closer, the radar display on Bill's radar beeping with alarm as they came within a kilometer's distance. The missiles were a half kilometer away in less than a second, so close that Bill could see the lethal pointed nose cones of each one.

"Break!" Bill suddenly yelped, twisting his control stick down and to the right, prompting _Miss Margaret_ to drop quickly and bank to the side, then roll thirty degrees to the left as she swooped back up. A pair of missiles streaked over Bill's canopy in a flash, so close that _Miss Margaret_ shuddered a bit in their backwash. He didn't even breathe as his fighter glided parallel to another pair of missiles, almost instinctively pressing the button on his control stick and blowing the two missiles apart. As _Miss Margaret_ curved back around, Bill saw on his radar a single missile coming deadly close, unavoidable and inevitable. In a desperate effort, Bill cut the throttle and jerked the control stick to the side, knowing that the flared shields wouldn't protect him from the missile's shrapnel but hoping for a miracle anyway. _Miss Margaret_ rolled into a pirouette through the void, her shields flaring in a haze of blue-green just as the missile passed her rear and activated the proximity fuse. Bill saw the flash of light and the thumping boom of the missile as it exploded, then felt the jolting kick as his fighter tumbled through the void amidst whooping alarms in the cockpit. The volume turned down and time slowed to a crawl as Bill's brain struggled to keep him alive. He could see two more missiles on the radar display converging onto his fighter. Out through his cockpit bubble, Bill saw the pink _Cat's Paw_ twirl through the vacuum and shoot down a missile as a Comet fighter dodged another two. It all seemed to be going so slow, the next move seemingly obvious.

The two missiles headed for _Miss Margaret_ became visible as the fighter tumbled to another angle, racing to bury themselves into the fuselage. Bill waited until the missiles were nearly on top of him, then strangled the control stick into the other direction, slamming the throttle into full. _Miss Margaret_'s engines revved up, throwing Bill back into his seat as she corkscrewed into a dive through the blackness, dodging the incoming missiles.

Time sped back up as the missiles streaked past Bill's fighter, and he let out a gasping exhalation as he leveled the ship off and throttled down, just in time to see the last missile graze a Comet fighter's wing and explode. The Comet began to twirl through space, wildly sparking and smoking as a screaming feminine voice came over the comm.

"Zippa, eject!!" Bill screamed frantically, praying he wouldn't lose another pilot.

The Comet continued its uncontrolled downwards spiral, getting smaller and smaller in the distance. Just as the damaged wing tore free from the rest of the fuselage, Bill thought he saw a small black shape erupt from the cockpit, but then the fighter completely exploded and Bill couldn't tell if Zippa had bailed out or not.

"We've got fighters straight ahead!" Rev called out, and Bill stared at the wave of Manta fighters that were now closing in on them, outnumbering the five of them by probably more than two to one.

"Everyone grab a wingman!" Bill ordered, "Katt, cover Rev, I'll fly solo, hurry!"

No one objected, Stovetop and Junkie's Comets flying in tandem as Katt and Rev grouped together and Bill led the wing alone. The Mantas were true to their name, resembling large gunmetal grey manta rays with triangular dorsal fins as they hummed through space, scattering just as they came within a kilometer of the Cornerian fighters.

Bill shoved the throttle forward, rocketing through the enemy fighters before they could fire off a shot, then jerked the control stick back, hoping to curve back around to attack the fighters' rears. He saw the other two pairs of fighters in his group already maneuvering to attack the Mantas, swerving and diving through space as they slung laser bolt after laser bolt at their enemies. _Miss Margaret_ came back around and tore forward, Bill setting his sights on the bright green thrusters of a Manta just a few hundred meters ahead. A Manta suddenly buzzed up from below, overshooting him and just barely avoiding a collision as it streaked through space, so close that Bill could clearly see the inverted Venomian A on the fighter's dorsal fin. Bill instinctively mashed the button and fired _Miss Margaret_'s laser cannon, his canine eyes locked onto the Venomian insignia as a bulls-eye. The green spears of laser energy impacted the symbol on the fighter, shearing the dorsal fin free of the Manta and sending it hurtling out of control. Bill streaked past and took aim on another fighter; this one swooping away off of Stovetop's seven o' clock. The Manta was pulling into a broad turn, exposing its dorsal surface to Bill's guns. It was a sloppy move. Bill figured that those rumors about Venom being unable to train new expert pilots after losing so much over the war were true. Not that it mattered to him in the slightest as he pressed the firing button and turned the fighter into a blossoming explosion.

_Miss Margaret_ barrel-rolled back into position, giving Bill the perfect opportunity to spot another Manta coming in on Katt's tail. He shot off his gun, firing a series of laser bolts across the Manta's nose and prompting it to bank to the left in an attempt to bug out. Bill forced the control stick forward and _Miss Margaret_ dived down to the Manta's level, the crosshairs on his heads-up display turning red as the Manta came into view. Bill fired again, shredding the Manta's left wing off. He watched for a moment as the fighter drooped down, and then exploded. His fighter swooped back up, and Bill heard a shaking impact and then an alarm as his shield power fell to 72%. A Manta streaked past his right wing, breaking into a narrow turn to the right. Bill growled and pulled back, following the fighter on his radar display. The Manta came into view just out of the corner of his canopy, visible for a short moment before scarlet laser beams ripped into it and blasted the ship apart.

"That looks like the last of them; the rest of the fighters look like they're withdrawing," Katt informed as her ship curved into view with Rev's Comet on her five o' clock.

"I know why," Bill remarked with dread, looking out at the space before him.

The two _Harlock_ frigates had closed in on them, barely a kilometer away. The fighters were probably ordered to withdraw so the _Harlock_s could open fire without the risk of friendly fire. There was no way for them to challenge on their own these heavily-armed ships, built to eliminate star fighters and smaller ships with turbo lasers and ship-to-ship missiles.

Bill's dread and expectation of demise was quickly replaced by puzzlement when he realized that the _Harlock_s weren't firing, and in fact seemed to be tilting _away_ from them rather than toward them. A flock of nova bombs streamed from behind _Miss Margaret_ to one _Harlock_ as a trio of pulse laser beams burned into the hull of the other. The volley of bombs hit the _Harlock_ on the left, detonating in a veritable wall of blue and orange fire while the pulse lasers cut the right _Harlock_'s port side engine clean off, producing its own series of explosions and smoke. The blasts dissipated, and both _Harlock_s were clearly wrecked.

_Miss Margaret_ veered into a tight U-turn, and Bill gasped with excitement as he beheld a large _Nelson_-class frigate and an even larger _Trafalguis_-class destroyer cruising into the area.

"Pack Leader, this is destroyer _Watchman _and escort frigate _Brodgar_ reporting in. _Watchman _and _Brodgar_ will provide fire support for your advance into the engagement zone," said the communications officer of the _Trafalguis_-ship _Watchman_ over the comm.

"Copy that, _Watchman_," Bill replied, breathing a sigh of relief. He had forgotten in the chaos how close the _Watchman _had been to them; the mere ninety seconds it took to arrive feeling like an eternity.

"_Watchman_, Pack Leader, be advised," Bill added, "One of our pilots was lost recently, and we have reason to believe she ejected safely. Request search and rescue dispatch, over."

"Wilco, Pack Leader," _Watchman _replied, "We are picking up a distress beacon in the vicinity; will dispatch SAR at earliest possible convenience."

"Yes," Bill hissed through his teeth, permitting himself a smile at the possibility that Zippa was still alive, then came back, "Pack Leader is advancing into the engagement zone."

"Anyone take any hits?" Bill inquired as they all re-formed.

"I'm at 80%" Junkie answered.

"Holding at 74," Stovetop replied.

"I took a hit back there; I'm at 85," Katt called in.

"68%" Rev said.

They had all taken some damage, but they were still in prime fighting condition as they throttled ahead, rocketing past the lifeless, smoking _Harlock _frigates that had posed such a threat. Up ahead, there seemed to be only a few more objects between them and the gargantuan dark green orb of Venom. Out the side of his canopy, Bill could see the battle raging on and on for hundreds of kilometers as dozens upon dozens of capital ships glided slowly amongst each other like gigantic clouds and the seemingly infinite swarms of star fighters swirled around them like drops of rain. Laser blasts flashed through the void and explosions rang out from amongst the ships, resembling lightning from a storm-filled sky, always from a seemingly random spot. Far off in the distance, Bill thought he could see the odd, immense box-shape of the Bolse Defense Platform through the thick assortment of capital ships.

"Pack Leader, _Watchman_ is reading several Umbra defense satellites and star fighters, two _Zeram_-class cruisers and one _Sulaco_-class destroyer directly ahead of your position," the _Watchman_ informed, "Also detecting what appears to be a large signature beyond the ships, however we have no visual bearing."

"Take care of the Umbra satellites and the _Zeram _up ahead for us," Bill instructed, "We will engage hostile fighters and disable the _Sulaco_'s pulse laser."

"Copy, Pack Leader," _Watchman _replied.

As they approached a large _Zeram-_class cruiser, the _Watchman_'s three pulse lasers flashed into the side of the large hull, thick ribbons of glowing bright cyan that tore into the shields of the _Zeram_, then into its side, producing a blossoming gush of explosions that poured out of the ship like a burst of blood. Bill and the four other fighters passed by the _Zeram _without even firing a shot, speeding past the capital ship as the _Brodgar_ sent a pair of nova bombs into its bridge tower, exploding fiercely and leaving the ship flaming and disoriented. The fighters and their two escorts continued on as the _Zeram_'s engines winked and sputtered, its turbolaser batteries firing wildly in confusion. Bill could see coming ahead the wheel-and-spokes shapes of several Umbra defense satellites waiting for them, and beyond that the hulking, rust-red form of the _Sulaco_-class destroyer.

"_Brodgar _has confirmed lock on all Umbra satellites in the area," the _Watchman _informed Bill, "Do not deviate from your present course to avoid friendly firing solution."

Once again, Bill watched as dozens of stout red nova bomb cones soared underneath their formation, speeding ahead through space only to separate like leaves in the wind, two of them heading towards each Umbra satellite. The bombs found their targets simultaneously, and Bill heard a splitting rumble as the bombs exploded and the Umbras blew apart in vibrant splashes of bright orange.

"I just _love_ watching those things blow up," Stovetop remarked huskily, "Fireworks aren't near as beautiful."

Before Bill could smile, the thick scarlet beam of an enemy pulse laser flashed through the void and past the fighters, resulting in a crunch-like explosion from behind.

"Pack Leader, be advised," the _Watchman _called with alarm, "Enemy destroyer has disabled _Brodgar_'s starboard bomb tubes. Intercept and disable immediately!"

"Full throttle, now!" Bill barked, gunning his fighter at full speed through space along with the four other fighters at his sides.

The explosions of the Umbra satellites cleared, revealing the Venomian _Sulaco_-class destroyer. From the top or bottom, the large ship would've resembled the silhouette of a giant bottle, with a stern ending in a large array of engines and a thick main section which bottlenecked into a relatively narrow bow. Though the _Sulaco_-class had only one pulse laser against the three of the _Trafalguis_-class (its Cornerian counterpart), it was more powerful, with numerous focusing turbochargers that allowed it to punch through most shields and armor with ease. However, this meant that the _Sulaco_'s single turbolaser comprised nearly the entire long bottleneck bow section, and made it a prime target for attacking star fighters.

"Stovetop, you're on point," Bill commanded, determining that Stovetop would be the one to actually deliver a nova bomb into the business end of the _Sulaco_'s pulse laser. This meant that Bill and everyone else would be covering Stovetop at all cost, but it also meant that, if the _Sulaco _unluckily decided to fire at the crucial moment, Stovetop's fighter would be disintegrated like a drop of water in a bonfire. Bill had considered for a moment being on point himself, but decided against it. Bill hated to think of his life as more important than Stovetop's, but the truth was that the push into Area Six would probably fail without him. He silently swore that he'd make sure Stovetop was safe.

"We've got fighters coming in, ten o'clock," Junkie alerted as they sped closer to the _Sulaco_.

"Cover Stovetop!" Bill ordered, locking his eyes on the group of radar signatures swarming in past the _Sulaco_.

As the arrowhead-shaped Invader III fighters screamed towards them, the _Sulaco_ fired its pulse laser once again, a ray of bright crimson that streaked past them and struck the _Brodgar_'s port side bomb array, tearing through the ship's shields and engulfing the bomb launchers in explosions before winking out.

"The computer's still trying to find a lock on the emission lens," Stovetop informed, "I'll make my run as soon as I've got it."

"Just stay close to us until you have a lock, and then blow that thing to hell," Bill growled, eyeing the approaching fighters.

The Invader IIIs came in a single wave that swept past them, firing a barrage of shots at them before passing by and starting to curve around. As they flew past, Katt broke formation and fired, hitting one of the ships with a trio of laser blasts, destroying it on the third shot. Bill counted five of them that remained in action, then jerked the stick backwards and around, swerving _Miss Margaret_ into a U-turn.

"Junkie, take the one on the far right; Katt, take the left, I've got two in the middle," Bill directed, "Whoever gets their target first takes the last one. Rev, stay with Stovetop. Whatever happens, we protect our guy on point!"

They all affirmed and turned in to attack the fighters.

Bill came around first, observing the five Invader IIIs speeding forward, already shooting off ruby blaster fire. Bill kept his eyes on two in the center of the formation, even as he barrel-rolled _Miss Margaret_ and deflected the incoming bolts. He came out of the spin, already pressing down on the firing button. The laser cannon spat needles of bright green out into space, peppering into the nose of one of the fighters and destroying it instantly. The remaining four scattered and Bill kept his eye on his second target, keeping his thumb on the button and trailing a chain of green fire after his prey. He finally let go of the button as the Invader III swept out of view, pulling the stick back and trying to regain fire on his target.

The _Sulaco _fired again, this time the red beam seared into the midsection of the _Brodgar_, producing a blossoming peony of fire and debris as it sliced through the bulkheads. The _Watchman_ returned fire with its three pulse lasers, burning three bold cyan bands across the blackness into the _Sulaco_'s starboard side, just boring through the shields enough to tear through one of the outer layers of the enemy hull before disappearing. Bill found his target once more and fired at its rear, letting off a burst of verdant lasers that nicked the right side of the fighter. He kept holding down on the button, gritting his teeth with frustration as the Invader III barrel rolled defensively to the side, dodging his fire. Bill's line of fire all of a sudden aligned perfectly with the target, and the hail of laser bolts suddenly pounded into the fighter's rear and tore it apart.

"I have a lock! Going in now!" Stovetop announced.

"Hurry up; I think they've figured out what you're trying to do!" Junkie alerted, "Heads up, Rev, he's coming at you!"

Bill pulled on the stick, desperately moving back towards the _Sulaco_, just barely able to see as Stovetop's Comet raced head-on for the emission lens. Behind him, an Invader III fighter zoomed after in hot pursuit as two more Comets converged from both sides. Bill watched as the Comets fired at the fighter, saturating it with fire until it exploded with a singular pop. Stovetop let loose his nova bomb and darted up and over the bow section of the _Sulaco_, climbing ever higher as the bomb soared into the enemy ship's emission lens and disappeared. Suddenly, a thunderous boom shook the _Sulaco_, and its bow section began to splinter and crack apart, breaking open like a dropped eggshell.

"Yeah!" Bill snapped with triumph as _Miss Margaret _soared over the dorsal section of the _Sulaco_, smiling as the ship's primary weapon was torn apart from the inside.

"Next time, buy Cornerian!" Stovetop cheered as Bill, Junkie, Rev and Katt formed up on him and soared over the destroyer's rear engines.

"Pack Leader, hostile fighters and _Zeram _cruiser are leaving the area," the _Watchman _informed proudly, "Proceed to investigate unknown radar signature one kilometer ahead of your position."

Bill looked around, but he could see nothing ahead of them, absolutely nothing between his fighters and the hulking, dominating green globe of Venom, straight ahead.

"I don't get it," Katt remarked, "If it's a click away, shouldn't we see it by now? There's nothing here."

It was then that Bill saw a large shimmering in the space ahead of them, almost like a heat mirage, and he remembered something from the military intelligence briefings about the defenses around Venom, about the rumored capabilities of the Venomians' newest defense satellite.

"Everyone pull up!" Bill yelled hurriedly, "Pull up and break off, NOW!"

As they all veered away, it struck. From literally out of nowhere it appeared, the cloaking device disengaging to reveal a massive metal globe with a large central lens, the entire thing resembling a giant eyeball. From its sides suddenly appeared three mammoth tentacles of reinforced durasteel, easily a half kilometer long.

It was the Gorgon defense satellite, one of the latest Venomian super-weapons. Before Bill could even let out a word, one of the tentacles swiped forward, swatting one of the Comets in a ringing explosion that tore the ship to pieces.

"Stovetop!!" Junkie roared.

"God damn it!!" Bill yelled.

The Gorgon's tentacles suddenly withdrew and the globular metal shell blossomed open in three pieces, opening up to reveal a complex mass of machinery, reactors and shield generators with crackling arcs of energy. The central lens began to glow pink, and the petals of the satellite snapped shut as the incredible fuchsia beam of a hyper-laser erupted from the lens and tore across the blackness, into the _Watchman _far beyond. A tumultuous crack and a flash of light radiated out from the ship as one of its three large engine nacelles blasted free of the hull.

The beam disappeared and the three tentacles re-emerged from the Gorgon, writhing slowly before one of them swept forward once again.

"Evasive action!" Bill yelled, jerking the stick away just as the tentacle swept through space after him. As he dodged it, another one swept his way. Instinctively, Bill held down the firing button as the tentacle's claw-like end lined up with his crosshairs. Streams of green laser fire shot out of _Miss Margaret_'s nose, pelting into the claw and blasting it apart. The tentacle shook, as if alive, and withdrew back into the satellite.

"Shoot the arms off!" Bill called, "They're not shielded!"

"The main body sure is!" Rev shot back as his Comet fired a volley into the rounded metal plating on the Gorgon, to no effect.

Bill took aim at another claw, firing and producing the same reaction, destroying the claw and forcing the tentacle to withdraw into the satellite.

"This is for Stovetop," Junkie snarled, a stream of lasers streaking from his guns into the Gorgon's remaining tentacle, blasting even more than the terminating claw off before it too withdrew. The sides of the Gorgon flared, and a ring of at least fifteen missiles erupted from the machine, converging towards Bill's fighter.

"I am _not_ dodging any more missiles today!" Bill growled, firing his last nova bomb.

The bomb streaked lamely through the void, crossing the path of the missiles just as Bill pressed the button to remotely detonate it.

The nova bomb lit up with a fierce starburst of blue and orange that consumed and destroyed the incoming missiles.

"_Watchman_, get a bearing on this thing when you can; Katt, get ready with all the bombs you've got left," Bill commanded, "When that thing opens back up, hit it with all you've got before it gets us, it's all on you now!"

Bill's orders came not a moment too soon, just as the Gorgon's three petals blossomed slowly open once again.

The two remaining pulse lasers from the _Watchman _cut across space, hammering into the exposed innards of the Gorgon and depleting its shields. The _Cat's Paw_ streaked ahead, firing three nova bombs in rapid succession that plowed into the central lens the exact moment that it began to glow. The detonation of the nova bombs almost blocked out the sight of the Gorgon being ripped apart in the explosion.

"Yeah, motherfucker!!" Katt screeched, the _Cat's_ _Paw _swerving around as the explosions faded and the debris of the Gorgon drifted downwards in Venom's gravity well.

Bill let out a long, tired exhale, trying to smile. He tried not to think of Stovetop and Crashdown's deaths.

The _Cat's Paw_ glided up on Bill's left, the feline pilot almost visible through the cockpit.

"You did it, big boy," Katt declared, "You proved how special you were."

"We both did," Bill nodded, looking out as the Battle of Venom continued to rage beyond them, his role in the fight now finished.

Through the muddled chaos of the battle that stretched hundreds of kilometers, Bill could actually see the hulking form of the _Ajax_, facing down a slightly smaller blood red capital ship. The enemy ship was long and narrow, rather resembling a crocodile, and bristling with large laser turrets. It could only be the _Xerxes_, the rumored new flagship of the Venomian fleet.

As the _Ajax _and the _Xerxes_ exchanged bright glowing beams of crimson and cyan, laser bolts pulsing into the bluish-green bubbles of their respective shields, the Venomian flagship began to yaw about on its axis, turning away towards the empty space beyond.

Without warning, the four large engines of the _Xerxes_ suddenly glowed yellow, and the flagship winked out of existence.

Inside the bridge of the _Ajax_, Felix Bartorillo leapt up from his station.

"Sirs! The _Xerxes_ has jumped away!" Bartorillo alerted Admiral Chen and General Pepper.

A growl appeared on General Pepper's muzzle.

"Dammit," Pepper cursed, "Nothing we can do about it now. Plot all possible courses on their last known trajectory. Focus on making sure none of the others can jump--"

A rattling, screeching blast could be heard, and all staff on the bridge looked out the panoramic transparisteel window as fires and explosions began to consume the Bolse Defense Station.

"The _Monitor _reports successful destruction of the Bolse reactor," Bartorillo informed, prompting cheering hoots from all around the bridge.

A canine grin appeared on Pepper's face. With the absence of the _Xerxes_ and the destruction of Bolse, they'd essentially won the battle. Venomian command and control was obliterated, and now it was only a matter of time before the fleet subdued what remained of the confused Venom ships.

"Our Comets are reporting that enemy fighters are retreating back to their ships," the communications officer reported, "Requesting permission to pursue."

"Tell 'em to shoot the bastards out of the sky," Pepper replied, still smiling.

"General Pepper," another comms officer piped up, "Direct call for you from Major Grey."

"Patch him in," Pepper commanded, taking the phone off of its receiver on the Command and Control console and putting it to his ear.

"Major!" Pepper answered, "Magnificent job out there. You made us proud."

"Thank you, General," Bill Grey's raspy voice came in, "I wanted to know if you had anything yet about the status of StarFox's mission down to Venom."

Pepper's smile finally disappeared.

"We've been out of contact with StarFox ever since they entered Venom's atmosphere forty-five minutes ago," the General answered, swallowing, "We have no idea what their status is."

Back inside his cockpit, Bill shuddered, his gaze shifting to the poisonous green and yellow planet in the distance.

"Come on, Fox," Bill whispered, "Don't let us down. We're all counting on you to bring it home."

The dark planet of Venom offered no response to Bill's hopes.


	11. Heroes and Villains, Part I

AUTHOR'S NOTE: Okay, I'm really sorry for taking so long to update, but now you know why. Wow. The end of this story was so epic that I had to split it in half. That's why you get 2 chapters in one update, because I wanted to make it easy on your EYES. Thank me. Anyways, after much anticipation, experience the final (two parter!) explosive chapter of War Stories, in which the fates of Fox, Wolf and Andross will be decided and the Lylat System will be forever changed. Again, it would do you good to have read my previous stories to fully appreciate this, but to each his own. Enjoy.-TU

* * *

**-Heroes and Villains, Part I-**

_Forty Five Minutes Ago…_

It wasn't unfamiliar to see a storm raging in the ashy, orange skies of Venom. Though the atmosphere processors constructed by Andross had made the Venomian atmosphere breathable years ago by replacing the natural methane and sulfuric acid with oxygen and carbon dioxide, the planet's volcanic activity pumped enough greenhouse gasses into the sky to ensure that there was no shortage of extreme weather year round. This, however, was different.

Magnificent streams of dull light traced their way across the thick clouds, followed by faint booms as the sounds of orbital explosions made their way down to the planet's surface. The fiery meteor shower streaks of debris entering the atmosphere and disintegrating traced their way across the beyond as the occasional aurora of built-up charged particles intermingled with Venom's magnetosphere to create dazzling waves of boreal radiance amongst the clouds.

It was as if the skies themselves were acting as a curtain, behind which the apocalyptic battle of Adjudication was being fought between the God Lyla and the shape-shifting dark dragon of betrayal, Kalimo. After Lyla defeated Kalimo, She would re-create the Lylat System from the beginning, reincarnating the souls of the righteous so that they could play their parts in the grand story of the galaxy, which was told and re-told time and time again throughout eternity.

"_All of this has happened before; and all of it shall happen again_," stated the first line of the Epic of Judgments, the final lengthy poem of the Lylatian Tome that described the end times. Wolf O'Donnell remembered it well. Despite their lack of understanding or genuine faithfulness, Hank and Luann O'Donnell were prone to using the Epic of Judgments as a model for raising and disciplining their children, and habitually quoted it (mostly out of context) in between their arguments and drunken humping. Wolf was most familiar with it out of all the epics in the Tome, and had to admit that he rather liked the story. The idea of the entire universe ending in a great fight, only to begin again in a constant cycle towards the same fate, was somehow appealing to him.

And as he stared out the opening of a large hangar bay, watching the Venomian skies while the immense orbital battle raged beyond the clouds, he could not help but draw parallels between the current situation and Judgments. He could sense it in the air, like an electric current tingling beneath his fur: somehow, everything was going to change. It would all be different after today.

"**You called for me, Commander O'Donnell?**" a synthetic, sophisticated voice inquired from behind him.

Wolf turned, his brown duster billowing slightly in the wind, meeting IG-N 96's cold yellow photoreceptors with his single lavender eye. Unlike previous times, there was no apparent air of hostility to enable another verbal sparring match. With the Venomian Empire making its last stand, there seemed to be little justification for anything but grim realism in the face of defeat.

"I wanna show ya' somethin' we received last night," Wolf breathed, reaching into a pocket of his duster with a sharp-clawed hand and taking out a small disc-shaped holoprojector. He held the holoprojector in the palm of his paw then squeezed it gently. The space just above the projector flickered for a moment, and then the miniaturized figure of an orangutan appeared in Wolf's palm. The orangutan was a middle-aged male dressed in a dark maroon uniform with several impressive bars on the chest, which failed to distract the observer from the bald spots in the orange fur on his head. Anyone on Corneria or Venom familiar with the war would've recognized the orangutan as General Maximilian Zaius, the commanding general of the Imperial Venomian Armed Forces.

"The war is coming to an end, StarWolf," Zaius began in an exotic, baritone voice, "Despite the Emperor's objections, we are making preparations to evacuate to Eladard and gather as many forces as we can. We've managed to broker a deal with the government of Fortuna. They'll harbor us in secret and allow us to establish a government in exile from there. It is Emperor Andross' wish that you remain here to protect the Imperial Palace; he seems to expect StarFox to come down separately from the Cornerian Fleet, and he insists on remaining here to confront them. He has specifically ordered that you utilize the new Wolfen II fighters to destroy them. If you manage to succeed, you will contact me and I will alert the Emperor to evacuate. You will proceed to the cosmodrome outside of Dromoda. The _Lone Wolf _is waiting there with your original Wolfens inside. You will take the _Lone Wolf _to the rendezvous coordinates at Eladard for further briefing and then for your dispatch to Fortuna. IG-N 96 will continue as your robotic operator. You have your orders. Good luck, Commander O'Donnell."

With that, the image of General Zaius winked out, and Wolf put the holoprojector back into the pocket of his duster.

"**I am aware of the situation, Commander O'Donnell**," IG-N 96 stated, "**I intended to pilot a shuttle to the Dromoda cosmodrome at the earliest possible convenience, however our current conversation is preventing me from doing so. When the Cornerian armada in orbit captures us because I stayed here and gossiped with you rather than getting the ship ready for an escape, I'm sure they'll be perfectly merciful towards Emperor Andross' personal hit squadron and his android emissary. So by all means, chat away. It's not as if it's an emergency or anything.**"

Wolf's only sign of acknowledgement was the slightest huff of dismissive laughter, after which he looked deadly serious at the robot.

"Give the sarcasm a rest, IG; this is important," Wolf growled sternly, "I'm alterin' tha' mission. You're _not _headin' ta' Dromoda immediately. You're gonna send a holo and have one of the ground crews at the cosmodrome get the _Lone Wolf _prepped so that she's all ready ta' go for us when we get there. Say it's a priority order from Andross himself or somethin'."

"**I'm sorry, Wolf. I'm afraid I can't do that**," IG responded, "**Before you even explain, what you're asking me to do is disobey the Emperor's orders. You are merely my Commander. The Emperor is my master**."

"Look at the clouds, IG," Wolf murmured, tilting his head outside to the streaking flashes in the sky that hinted at the tumultuous battle beyond it, "This war's over. Venom's done for. I don't give a shit about Zaius or Andross or what's left of the Army after today. If I make it outta here, I'm takin' the _Lone Wolf _for myself. From now on, the only ones that decide what StarWolf does are the people in it and whoever's got tha' biggest wallet. Ya' understand? _That's _the future, an' I'm gonna need ones I can depend on. As pathetic as it sounds, you're the only thing I trust besides Leon. If I'm gonna make StarWolf work on its own, I'm gonna need you ta' help keep an eye on Pigma and Andrew."

"**You are free to desert as you wish, Commander O'Donnell**," IG replied coldly, "**Not being an organic, I do not have that luxury. Despite the fact that your plan may be more logical than following General Zaius to his fate, I am bound to Emperor Andross.**"

Wolf exhaled hotly, looking down for a moment. A look of inspiration came over his face, and he looked back up at the android.

"Then use your logic," Wolf said, "You've gotta be loyal ta' Andross up front, but just consider this: I'm not askin' you ta' desert, just adapt. What if Andross doesn't make it past today? Even if he does, he ain't the emperor of anything after today. So just call ahead ta' Dromoda an' have them get tha' _Lone Wolf _ready. You stay around with a shuttle to pick us up and take us there. We'll deal with this when we get ta' that point. That way, you're not disobeyin' orders, you're just modifyin' em. Got it?"

IG's metallic head tilted slightly and paused for a moment, then responded, "**You do present a situation that my programming allows me to undertake. I will send a hologram to Dromoda and maintain a comm. channel with you in order to coordinate your extraction from the shuttle. And we will deal with this situation as it develops. In the meantime, I wish you well, Commander O'Donnell.**"

Wolf nodded, then started walking further into the depths of the hangar.

"**Commander O'Donnell**," IG called.

Wolf looked over his shoulder with his singular lavender eye.

"**Speaking in strictly hypothetical terms, if the Emperor were not to live past today, my loyalty would pass directly to you as my new lord and master**," IG informed, "**In previous times, the idea might have led me to short-circuit with disgust. However I must submit that, now, I understand you to be a most fascinating and capable individual. If it were not against my current parameters, I would be honored to refer to you as 'Lord O'Donnell'. If events progress in the direction that they appear to be headed, I may well end up addressing you as such very soon.**"

Wolf gave a simple bow of his head.

"**Do take care, Commander O'Donnell**," IG added, "**The Lylat System is a much more interesting place with you in it**."

"Thanks, IG," Wolf replied.

With that, the android and the lupine went their separate ways. Wolf continued further back into the hangar, where four large fighter ships sat in a row, gleaming bright and brand new. Aside from its red, black and white color scheme and distinctive split fuselage, the experimental VenCom X-13 Wolfen II fighter had very little in common with the original B-35 Wolfen. Only four Wolfen II fighters had been built, designed as a last-ditch effort to hopefully destroy squadrons of Cornerian fighters in the last stages of the war. Instead of the original Wolfen's four blade-like wings, the Wolfen II sported only two, which were larger and gave the ship a somewhat arrow-shaped appearance from the top or bottom. At the base of each wing were two large g-diffuser units that slanted forward over and under the wing like a pair of open scissors, painted red and black. Between the pairs of g-diffusers was the central fuselage, split vertically up the middle like an insectoid pincer rather than an open mouth, which terminated in the black cockpit bubble. At the rear of the Wolfen II, set at both sides of the cockpit were a pair of large engine thrusters as opposed to the Wolfen's central four-thruster configuration.

According to the technical briefing, the Wolfen II improved on all of the original Wolfen's drawbacks: Its additional g-diffusers allowed far superior shields and maneuverability while giving the Wolfen II even greater blinding speed than the original. The fighter sported two rapid-fire laser cannons and an electronic counter measure system that prohibited enemy targeting systems from locking on. The performance characteristics of the Wolfen II were so beyond that of the original Wolfen and the Space Dynamics Arwing that the fighter was equipped with an artificially intelligent computer system that acted almost as a co-pilot, working with the pilot and the radar data to anticipate and execute the best move. To almost all concerned, the Wolfen II was a fighter that could wipe the floor with the Arwing or any other fighter in the Lylat System.

But as Wolf looked at the gleaming, brand new fighters, he couldn't banish an instinctive wariness in his gut. He'd initially felt excited at the thought of a new fighter, but now something was warning him away from the Wolfen II. It was untested, unfamiliar, and, in Wolf's opinion, maybe _too_ advanced. The ship depended on that flight computer to make decisions for the pilot, taking the operation of the fighter out of the pilot's hands at vital moments.

His gaze shifted from the ships to the pilots around them. Pigma Dengar sat in his Wolfen II cockpit in full flight gear, calibrating the systems to his preferences. Andrew Oikonny was standing next to his ship, suiting up at a snail's pace. Leon Powalski leaned against the wing of his Wolfen II, already suited up, checking his fingernails nonchalantly.

Did _none _of them sense it? Had none of them considered the possibility that, in that vital moment when the computer took over and made a move in response to combat conditions, that it might make the wrong one? There was a reason that droids didn't pilot star fighters. In the end, there was no replacement for the natural instinct of a living pilot that could take in the fight and respond in ways that computers just couldn't.

Wolf's breathing began to increase, and the unease in his gut intensified. He couldn't explain it, but he _knew_ that using these ships was the wrong move. If StarFox did show up, the Wolfen IIs would spell disaster. And somehow, Wolf _knew_ that they would show up. His anxiety got the better of him, and Wolf couldn't stop himself from giving it a voice.

"This ain't right," he growled worriedly, shaking his head and glaring at the Wolfen IIs with contempt, "Why tha' hell we gotta go out in these things? We've never even test-flown 'em before."

"Because we've been _ordered_ to, _Wolf_," Andrew submitted condescendingly, "Besides, the control system is practically the same as the Wolfen. Aside from the performance differences and the guidance computer, it works like the same ship. It'll tear those Arwings to shreds in a matter of seconds. StarFox won't last even _half_ as long as they did on Fichina."

"Then maybe _you_ can fly one a' these robots with wings. We all know _you_ could use a computer ta' help ya fly. I'll stick with my instincts and somethin' I know," Wolf retorted, walking towards Andrew.

The ape didn't back down, a smug look on his face.

"Too bad. Andross wants us to fly _these_ fighters. And since we're protecting _him_ from StarFox, we'll follow _his_ orders, not your _instincts_. We might've run into a few setbacks, but my uncle is still the Emperor," Andrew smirked.

"_Setbacks_?" Wolf demanded angrily, "Are you delusional, or just retarded? We've lost. _Andross_ lost. If you think otherwise, you can go tell that to the Cornerian ships in orbit that are kickin' tha' crap out of us."

Andrew shrugged.

"Andross is going to re-shape the Lylat System and bring it into a new age. He's _foreseen _it," Andrew stated, "It's our future to go into hiding and rise again even stronger from the ashes, as Andross say—"

"Andross is FUCKING INSANE!!!" Wolf roared, grabbing Andrew and slamming him up against his Wolfen II, "When was the last time ya' _talked_ to him, huh?! When was the last time you _looked _at what he's _become_?!?!"

Andrew's smirk was gone, his mouth hanging slack and his beady eyes locked onto Wolf's bared fangs. Wolf was fed up with Andrew's pompous bullshit, and as he glared down at the ape there was a part of him that wanted to open his jaws and take a bite out of the wormy bastard's neck. He worked hard to ignore it.

"Andross and even Zaius don't _have _a future. They're polishin' the bulkheads on a sinkin' ship," Wolf snarled, his teeth snapping together mere millimeters from Andrew's nose, "If you wanna go down with 'em, be my guest, but I know you're not that brave, and surprisingly, I don't think you're that _stupid_. If you wanna have a future, ya' better get with tha' program."

At that point, Wolf shoved Andrew further into his ship and stalked off in a rage. He tried to contain his fury, clenching his jaws together so tight that his teeth felt like they were about to shatter. He went back to the opening of the hangar bay, and looked back up at the sky, with its flashes of light and faint, echoing booms.

"Wolf," Leon Powalski said as he came up behind him.

Wolf didn't respond or even acknowledge him, instead kept staring into the sky, trying to calm the raging storm inside him. Leon silently moved to Wolf's right side, looking up at the fiery Venomian sky with him.

"This reminds me of those nights on Katina, all those years ago. Remember?" Leon inquired softly, "We'd sneak out at midnight and meet on top of Black Mesa. We'd watch the stars and see who could find Lylat and Triton first, and who knew the constellations best. Then we both would talk about what we were going to do when we got off of Katina. How we were going to see all of the Lylat System. How we were going to track down James McCloud and all of StarFox and convince him to let us join up. It's a funny universe we live in, isn't it? The way things turn out."

Wolf sniffed, remaining motionless.

_Got that right_, Wolf thought.

"We've never kept secrets before, Wolf, at least I don't think so," Leon remarked, slowly brushing a speck of dust off his flight suit with a green-scaled finger, "What's bothering you?"

Wolf sighed, letting out a small growl.

"Every moment up till now, I thought it was goin' fine," Wolf answered, "I just had this feelin', ya' know? It's like I could _smell_ him comin'. McCloud. It felt like today was gonna be different, and that I was supposed ta' kill him. But now, all of a sudden it just feels like nothin's addin' up. It ain't just the war or the fuckin' _ships_. There's something different about today."

"What's different?" Leon asked.

"I dunno," Wolf whispered, exasperated, "It was just a feelin. But now it's all gone wrong."

Wolf didn't say anything after that, and they both stayed silent, looking up at the writhing sky. The Battle of Venom continued to rage beyond the clouds, while the surface of Venom itself remained an eerie calm. Leon finally broke the silence.

"Do you remember that story I told you back on Zoness before we ran into StarFox on Fichina?" Leon inquired, "The one about the Zen master and the cub?"

"Yeah," Wolf smiled distantly, brushing his left hand over his eye patch, then over his ears and finally to the back of his neck, scratching lightly, "'we'll see'. Right?"

"Right," Leon nodded, "What happens just happens. Nothing is permanent. And in the long run, nothing really matters aside from whatever purpose you ascribe to it. You think you're supposed to kill McCloud today? Then kill him. You can't change that feeling any more than you can change those new ships over there. So who cares? You've done what you could. Whatever is supposed to happen will happen."

Wolf nodded slowly.

"You're right," Wolf acknowledged, "Ta' hell with it. I'll kill him just like I could've on Fichina. I know what's supposed to happen. I'll _make _it happen."

Wolf's words belied the feelings of apprehension that remained in his gut, telling him that this was his only chance to destroy McCloud and that he was going into it all wrong.

He did his best to ignore those feelings. He couldn't afford to go into battle with that on his mind. Wolf needed to kill McCloud, destroy StarFox and become the best warrior in the galaxy. People would fear and respect him and everyone in Lylat would mourn the day that they neglected to make him their hero.

It had to happen. Wolf _deserved _it.

Didn't he?

Searching within himself, Wolf could not find an answer that satisfied him.

He put this too out of his mind as he went to don his flight suit and prepare for destiny.

* * *

'WARNING: ATMOSPHERIC RE-ENTRY. HEAT SHIELDS 80%', the computer console flashed over and over as the Arwing burned its way through the dense brown atmosphere of Venom. The star fighter plunged through the clouds at 1500 kilometers per hour, 100 kilometers over the planetary surface and getting closer by the microsecond. The thickness of Venom's atmosphere and the distant point of ingress meant that StarFox's atmospheric re-entry procedure had to be at a much milder angle than usual, making use of both the Arwing's guidance computer and the planet's gravitational pull to guide them slowly down through the mesosphere and over the northern pole to reach their destination: The Venomian capitol city of Blight and Andross' Imperial Palace.

Their descent had lasted for the past thirty minutes; it was expected to take at least fifteen more before the Arwings came within 100 kilometers distance and five kilometers altitude of their target. Team StarFox had planned to maintain radio silence throughout their descent; however the mission had a way of mandating it: the thickness of the atmosphere had combined with the regular interference from re-entry to ensure that both their comlinks and their radars were effectively scrambled. Furthermore, the thick, greenish brown clouds and the glowing sheath of re-entry fires prevented each StarFox pilot from seeing any trace of his wing mates. The members of StarFox were effectively isolated, and with the guidance computer on full autopilot to steer the Arwings on their long, difficult course, their minds were thus free to wonder.

Nestled inside his cockpit, Fox McCloud was quiet and reserved, breathing steadily in and out as the fighter rumbled and wobbled gently against Venom's resistant atmosphere.

_Remember your goal. Remember the mission. That's the only thing that matters_, Fox mentally told himself.

It was hard to do so, however, with the idea that this was probably his most important mission yet. Fox could end the entire war, right here, if he succeeded. It wasn't like at the beginning of the war, on Corneria, in Sector Y and even on Katina. Back then, it had felt thrilling and challenging, almost like a game, a couple of freedom fighters working to stop an evil empire. It was different now. So much had changed since that defeat on Fichina at StarWolf's hands. They had all seen so much.

When StarFox worked with Katt Monroe to take down the early warning system over Zoness, Falco's outrage and horror at the sight of what Venom had done to the planet seemingly robbed him of his aloof sense of humor for days. Before she left, Katt told Fox that Falco had actually cried a little after the attack, something she'd never seen Falco do.

Then, a month and a half later, StarFox worked with the Cornerian Army and the Macbeth Resistance in a three-pronged campaign to free Macbeth from the Venomians. As Peppy and Falco provided air cover, Fox and Slippy moved into Wayland using StarFox's modified versions of the Cornerian M6A2 Landmaster tank. By accident, Slippy stumbled across the Solovet Prison Complex, and became one of the first to realize the extent of Venom's atrocities. Solovet was the premier internment camp for Wayland, the pinnacle of the Venomian plan to 'equalize through retribution', as one captured Venomian officer put it. The prison camp housed millions of canines, felines, leporids and avians from the area around Wayland, imprisoned in order to begin the process of making all of Macbeth a 'specially equalized' planet in Andross' image. Throughout the war, almost everyone in the Cornerian Commonwealth had dismissed the rumors of systematic killings in the camps as an exaggeration, and the horrible truth confronted Slippy graphically with the sight of truck-loads of corpses, mass graves in the process of being dug and incinerators that burned conveyor belts of bodies. Solovet had been abandoned by its Venomian administrators; the few prisoners still living were found stumbling around and nearly starved to death around the grounds by the time Slippy's Landmaster crashed through the gates.

Slippy went into a state of utter shock, unable to move much less operate his Landmaster. StarFox ended up diverting away from Wayland, securing the area around Solovet and summoning a priority medic shuttle.

Slippy was still quiet and morose, despite it being more than three weeks since.

Even Fox himself sensed that something had changed within him. It had all become apparent during his conversation with Peppy before the warp jump to Venom, still so fresh in his mind that it might as well have just happened:

He entered Peppy's quarters to find the forty one year-old leporid sitting on his bed, staring down at a large picture in his hands. Peppy's cabin was small and sparse, about five by eight meters of durasteel floors and walls. At the back, the wall sunk in between two bookshelves full of dusty old volumes, where Peppy's bed lay sideways against a large transparisteel window out into space. Against the other wall of the cabin was a desk, a closed portable computer on top. The soft orange light of an antique Cornerian glowlamp added a measure of warmth to the room that the glowpanel in the ceiling couldn't offer, and a scarlet and ivory rug on the floor gave additional coziness to the otherwise sterile dormitory. Fox smiled at the sight of Peppy, seeming so peaceful and pensive as he stared into the picture frame in his hands. It took Fox by surprise when Peppy actually spoke, thinking that he hadn't noticed him.

"I always loved this picture," Peppy sighed, "It was such a shame to have to go back and have it doctored."

Peppy looked up and turned the picture frame to Fox, showing him the image inside. Fox smiled as he stepped forward and took it into his hands. The picture showed a group of adults and children all huddled into the frame, their enraptured smiles at the viewer frozen in time. Standing at the left side of the picture were Beltino and Beatrix Toad, with their huge mouths grinning wide as they rested their hands on an eleven year-old Slippy in front of them. Next to them was Jacqueline Grey and her husband, Lieutenant Daniel Grey. Bill, also eleven years old, was kneeling in front of Daniel and making a face at the camera. Next were Vivian and Peppy Hare, with their daughter Lucy standing in front of them, hands on her hips. There was an odd, large empty space next to Peppy that didn't seem quite right, due to it being digitally composited into the image years after being taken to erase Pigma Dengar from the picture. Finally, at the right end of the frame stood James McCloud, arms crossed and a cool smirk on his face as his pale blues peeked out from behind dark glasses. Standing in front of James like a scaled-down replica was Fox, mimicking James' pose down to his own pair of sunglasses.

Fox gave off a light whistle. Was he really that small, that happy and innocent, just seven years ago?

"The good old days, huh?" Peppy submitted as Fox handed the picture gingerly back to him.

"They were the best," Fox nodded distantly, watching as Peppy got to his feet and carefully put the photograph into a bookshelf.

Peppy sat back onto his bed, scanning Fox with deep brown eyes. Fox returned the gaze, a corner of his mouth curling into a crooked smile.

"Maybe it's just my trusty old instincts, or the way you look like you've got the weight of a star pressing down on you, but I'm going to say you've got something important to talk about here," Peppy inquired, "Would I be right?"

Fox nodded. Peppy flashed a warm look, then beckoned to the chair at his desk.

"Please, sit," Peppy invited.

Slowly, Fox took the chair and turned it towards Peppy then sat down with his elbows on his knees. He licked his muzzle, pausing for a moment before opening his mouth to speak.

"I've been having this dream," Fox said.

"A nightmare?" Peppy asked intently, "With what Pepper wants us to do, facing Andross and all, I wouldn't be surprised if you've been having bad dreams about it. I'm not sure I entirely agree with the idea myself."

Fox shook his head, "That's the thing, it's not a nightmare. Andross isn't even in it. It's not like any dream I've ever had. It's like… a message… or something."

"Go on," Peppy said softly.

Fox paused once more, remembering back to the slumbering vision that had come to him for the past three days since the planning of the attack on Venom.

"It's of me and my father," Fox continued quietly, "We're in a… tunnel or a hallway or something. There's light all around us. He wants me to follow him somewhere. I keep hearing the things he used to say to me all the time. You know, 'Trust yourself' and all that. And, I don't know why, but it feels like, if I follow him…if I reach the end of the tunnel…it's like I've gone through all that I have in life just to get there. Like it's all coming together in that one moment."

"What happens when you reach the end of the tunnel?" Peppy asked.

"I don't," Fox answered, "I always wake up."

Peppy nodded quietly, looking off at an angle in thought.

"What do you think it means?" Fox submitted somberly.

Peppy looked back at Fox, smiling tenderly.

"I think it's pretty obvious what it means, Fox," Peppy responded, "I think it means you want to follow in your father's footsteps, at least in the manner of living up to what he represents. And you feel like, if you can accomplish this mission on Venom, you will have done that. But you're not sure if you can."

"I guess so," Fox nodded, unsure.

"Let me ask you a question:" Peppy continued, "What do you want to accomplish out of this mission? What's your goal? Be honest."

"Ending this war," Fox responded, "Making sure that no one else suffers."

Peppy smiled, his erect ears twitching forward as he nodded in agreement.

"You see, the thing is, for a long time there, I'm pretty sure you had a different goal," Peppy mused, "During your training, in the beginning of the war, and just about up to when we ran into StarWolf, you wanted revenge. You wanted to get back at Andross and all the people that helped him take your father away. But that's selfish, Fox."

"It is," Fox admitted, looking away, "One more dead body won't bring him back, either."

"That's right, Fox," Peppy affirmed, "I think you learned that when we lost on Fichina. You realized that revenge would only get more people killed. You needed to focus on saving people. On doing what's good for Lylat, not for yourself. _That's_ how your father thought. Now that you know that, I think part of you realizes just how proud James would be of the person you've grown into, and you know the right thing to do. That goal, ending the war, making sure no one else suffers, that's the only thing that matters right now."

"But do you think I can do it?" Fox inquired, desperately, "_Can _I do what he would've done?"

Peppy smiled, putting a hand on Fox's shoulder.

"Fox, right now when I look at you, do you know what I see?" Peppy asked, "I don't see the son of my best friend, I see a hero that's going to save us all. A _hero_."

Fox exhaled, not sure how to take the comment. All that he could muster was, "Thanks, Peppy."

"You're going to be alright, Fox," Peppy assured, "Do what James told you to do. Never give up. Trust your instincts. And most of all just trust _yourself_."

A jarring bump of turbulence shook Fox out of his reverie, and he looked back out at the dense clouds of Venom's atmosphere, obscured by the orange glow of heat all around the canopy.

The altimeter on the scouter over his eye read twenty kilometers, and a distance of 130 kilometers from their target.

His daydream had passed most of the time of their descent; in a matter of moments Fox would break radio silence to coordinate the rest of StarFox's journey to the palace.

'G-BRAKES ACTIVE. DECREASING SPEED', the computer console's autopilot program flashed, and a series of high-pitched screeches could be heard at both sides of the Arwing as the gravity brakes pulsed and slowed the Arwing down to 1000 kilometers per hour.

The plasma sheath of re-entry fires faded away from around the Arwing as the fighter began to slow down. Outside the canopy, the brownish clouds suddenly whipped away like a veil to reveal the vast landscape below. The land was barren and rocky, the color of sludge. Huge, conical volcanoes dominated the landscape, one every dozen miles or so, all belching smoke and spewing glowing orange lava that drizzled down the slopes and flowed into rivers of molten rock. Ash could be seen falling from the sky like grey snow in many places, coating the land. The only evidence of civilization was the occasional broad, sweeping track of a heat-shielded highway system for hovercraft and skycars making their way from one city to another.

Venom looked worse than the holovision footage or the pictures. He wondered how anyone could live here, and at the same time felt a level of understanding for the Venomian people: No wonder they supported the invasion of Lylat with varying levels. If the only place they felt like they were treated fairly was on the hellish landscape of Venom, it made some sense that they would want to conquer the rest of Lylat, if for no other reason than to have a better place to live. It didn't justify the Venomian Empire's actions, but Fox did feel sympathy for its people. Andross probably took full advantage of their suffering to further his goals. It was one more reason why the war needed to be stopped, so that the people of Venom could finally get the fair treatment they deserved.

Fox looked right and left out through his canopy to see Peppy, Falco, and Slippy's Arwings flying next to him, finally able to see his wing mates once more.

The four Arwings rocketed forward, still over a dozen kilometers over the ground, and soon Fox could see a series of spires in the distance, jutting up like enormous claws from beneath the ground. In a matter of moments, the spires became towering skyscrapers, and the sight of an enormous metropolis became apparent.

The Venomian capitol city of Blight was regarded as one of the best-designed cities in the Lylat System, for anyone that was willing to live there. Of course, the city had to be well-designed, in order to function in one of Venom's most volcanically active regions. A circle-shaped mega-city almost 100 kilometers across, Blight was Venom's first and most populous city. It was ringed by an array of high-output energy shields that could be activated to protect the city from a severe volcanic eruption or an orbital bombardment, and also housed the one of the gigantic atmospheric processors that helped make the Venomian air breathable. The shields, the atmosphere processor, and the city itself were all powered by the very environment that made the land so hazardous: An intricate canal system weaved its way throughout the metropolis, channeling the vast lava flows from the volcanoes into the city itself, where it could be shielded, contained, and used for power production. The system proved so effective at generating power that it kick-started Venom's energy export industry, one of the planet's most productive cash crops.

From an altitude of fifteen kilometers, Fox could still see the glowing orange canals of lava that flowed like a labyrinth throughout the metropolis. The air-lanes were filled with very few sky-cars, most of the citizens probably seeking shelter indoors due to the space battle taking place in orbit. The dark, mechanical buildings looked so very different from the polished, white and curving architecture of Corneria City. It had some similarity to the industrial, towering skyscrapers of Wayland; however there seemed to be something else. The buildings looked like they were built to intimidate, as if the city itself was meant to frighten people into submission with its hard edges and pointed spires. Every so often, a large statue of an ape in a military uniform looked down at the populace from the roof of a building. It was a city built on deception and fear.

As the Arwings descended below ten kilometers, at fifty kilometers distance from the Imperial Palace, Fox shook the thoughts out of his head, reminding himself to focus on the mission, and then spoke into his comlink.

"Alright, break radio silence," Fox instructed, "Everyone in good condition?"

"I'm good," Falco called in.

"In the green," Peppy answered.

"Same here," Slippy replied.

"Good," Fox said, "Lock into all-range mode and get ready with your bombs. We'll be reaching the palace in a few minutes."

They obeyed the instructions, switching the auto-pilot programs off and taking full control over their ships.

"I can't believe they're not firing on us," Slippy remarked after a moment, "They've got to have us on radar or something."

"The advantage of being a small, elite unit, Slip," Peppy said, "Everyone assumes you're too small to be an attack force, so they usually leave you alone."

"Or they're _expecting _us," Slippy glowered slightly.

"Heyyy, c'mon, Slip!" Falco assured, "War's almost over! What happened ta' 'Let's kick some Venomian ass'? Nothin' bad's even happening. So don't get all glum or you'll jinx it for us."

"He's right, Slippy," Fox encouraged, switching to all-range mode and hearing the whine of machinery as the wings came forward to be perpendicular with the fuselage, "We got this far. We should be proud. It's been an honor to serve with all of you."

"Yeah, yeah, and you're pretty alright yourself, Foxie," Falco muttered.

"Look at this!" Peppy exclaimed, "Falco's trying to cheer Slippy up and _then_ he gives Fox a compliment? What _is_ the universe coming to?"

"Don't push your luck, old man," Falco warned, his voice warm.

"Yeah, careful, he might start being nice _all_ the time. What'll we do when we need some abuse?" Fox quipped.

They roared far over the city of Blight, soon finding the metropolis beginning to thin as they reached its outskirts. The computer indicated that they were about twenty kilometers from the palace. Far ahead, Fox could see what looked like a giant dome sticking out of the ground. The radar still showed no contacts aside from the four Arwings. By now, they were less than a kilometer over the ground, the details of the rocks and the intricacies of the lava floes below them somewhat clear.

Monolithically intimidating and still, the dome of the Venomian Imperial Palace loomed ahead. Fox exhaled in anxiety.

_Just focus on the goal_, he thought, _That's all that matters._

He tried not to think about the fact that he'd be face to face with his father's murderer today. He would have to find him within the bombed-out remains of his fortress, look him in the eye and demand that he surrender. And if he didn't, Fox would have to kill him.

_Just focus on the goal_, he repeated in his head, _Focus on the goal._

The palace suddenly came up close, an enormous dome with four large ridges that sloped up and ended just at the peak. In the area all around, towering high into the air were several large rectangular pillars of greenish-black stone. Carved into the apex of the columns at all four sides was the stoic face of Andross, staring out at them and daring them to attack. The Arwings swooped past, and then banked into a turn back towards the dome.

"Commence bombing the palace on my mark," Fox breathed, his heart racing.

"Ha-ha! Hope the monkey likes fireworks! Say your prayers, Andross!" Falco laughed.

As they turned, the beeping alarm on the radar sounded and Fox's body seized in shock.

"We've got inbound contact, coming in fast!" Slippy shouted, "It looks like… four of them."

"Ohhh, _shit_!" Falco cursed as a heavy feeling of dread welled up in Fox's stomach.

Everyone knew who it was.

There was no one else it could be.

"Don't get too cocky, StarFox," the rough, growling voice of Wolf O'Donnell came in over the comlink.

"Let's see what you think of our _new_ ships," Leon Powalski's serpentine voice hissed.

With that, a quartet of large star fighters screamed into the area, separating with blinding speed.

"Break!" Fox yelled with alarm, jerking back on his control stick. The four Arwings scattered as the sight of an odd-looking star fighter with a split fuselage shot past Fox's cockpit.

It looked very different from the Wolfen that StarWolf had used on Fichina. It actually looked similar to an Arwing in many ways. Fox was instantly worried.

"Too bad Dad's not here to see yuh FAIL!!" Pigma Dengar taunted.

Fox gritted his teeth, then barked into his comlink, "Same as before, pick your man and stay with him!"

"Good luck with that one, kid!" Wolf snarled, and suddenly Fox heard an alarm and gasped at the radar display of an enemy already on his tail. It was so damn fast!!

Fox shoved the stick forward, but not before a pair of blasts rocked the back of the Arwing, one immediately after another and dropping his shield energy to 84%. The Arwing dove to the ground and Fox shoved the throttle up, pulling back on the stick and shooting the Arwing up through the air around one of the gigantic pillars.

"Bastard's on me already!" Peppy yelled over the comm. as Fox glanced at the radar, trying to ascertain where everyone was while still keeping his own ship in the air.

"How long ya think you're gonna last, McCloud?" Wolf taunted.

"Fox! Falco! I need some help!" Slippy shouted.

"Goddamn, take a number, Slippy!" Falco remarked in equal parts sarcasm and distress.

Fox spotted Slippy's green arrow on his radar display with a black arrow close behind, closer to him than Peppy, and he gunned the Arwing in Slippy's direction. His fighter flashed past another huge Andross monument, and he could see Slippy's Arwing perhaps a half kilometer away, taking three hits from the StarWolf fighter close behind it.

Fox drove the fighter in the direction of Slippy, swerving through the air just as the enemy fighter came into his crosshairs. Only then did he notice a black arrow on his tail once again.

"Shit!" Fox cursed, firing two shots, only one of which hit Andrew Oikonny, then pulled to the right just as another laser blast struck his fighter. He throttled up, tightening his turning radius more and more, but Wolf's fighter was still on him.

Fox yelled and pulled into a barrel-roll to the left, flaring the shields just in time to deflect a stream of laser blasts away from his fighter. The barrel-roll ended, and immediately the Arwing jerked with another hit. Fox barely noticed that he was on a collision course for one of the pillars until he was right up to it. His breath frozen in his lungs, Fox yanked the stick back up, rocketing the Arwing further into the air, up the side of the Andross monument. He turned the upwards bank into an Immelman turn that shot him out in the other direction. As he rolled the fighter craft back right side up, Fox finally had time to take notice of his shield read-out: 66%.

It had been only a matter of seconds, and he had already taken a beating. However, the panicked maneuver that had prevented the Arwing from crashing into the monument had also shaken Wolf off his tail, and Fox instantly shot towards the first pair of fighters he saw. A quick glance at the radar told him that it was Peppy and Pigma; however it also showed that Wolf was well on his way back after Fox's fighter. Fox pulled the throttle into a boost, feeling the G-forces press against him as the Arwing sped forward to catch up to the two fighters. The inertial compensators kicked in and removed Fox's feeling of acceleration, allowing him to focus merely on the twin green engine flames of Pigma's fighter.

"Just lie back and accept it, Peppy: Yuh ain't makin' it off this rock a _second _time!" Pigma gloated, sending a shower of laser blasts into Peppy's fighter, two of which pounded into his left wing.

"Leave him alone!!" Fox spat, tapping down on the firing button, sending twin blue laser blasts into Pigma's fighter. The fighter shook with one, two impacts before it spun into a barrel roll, scattering Fox's next few shots, then pulled into a swift climb up into the air, looping over Fox's ship. As Fox glanced at the radar to see where Pigma was headed, he was just in time to see another black arrow lancing towards his Arwing from the left. Fox rocketed into a boost and pulled hard in the same direction, barrel rolling to reflect the hail of red laser fire from Wolf's ship as it charged through the air. Fox leveled off from the barrel roll just in time to see the fighter roar over him in the opposite direction.

The Arwing streaked over the dome of the Imperial Palace as O'Donnell's fighter sliced into a turn.

"Cut the bullshit!!" Wolf bellowed incredulously, "Stop fuckin' around like a goddamn coward!"

Fox barely had the time to process Wolf's taunts, let alone make a comeback. It was a struggle enough keeping alive.

Another StarWolf ship zoomed out from around an Andross monument, curving through the air past him. Not even knowing who it was, Fox tapped down onto the firing button, unleashing blue laser bolts through the air, hitting the StarWolf fighter three times before it spun into a barrel roll and pulled into a turn out of Fox's vision.

"Hey, Foxie, ya' got a minute?!" Falco snapped with alarm.

Fox's vision darted briefly to the radar, where Falco's blue arrow was being chased up the screen by black arrow, essentially parallel to Fox's course. He glanced out to the left, seeing Falco dodging laser blasts from a StarWolf fighter as they approached another Andross monument.

"You know how to do a Thatch weave, Hot-Rodder?" Fox yelled, "Around the big one right up there, FLOOR IT!"

Fox dropped his altitude by a few hundred feet and tore into a boost just as Falco's Arwing went into full throttle, both of them converging on the Andross monument. As Fox swerved from the right around the pillar, Falco swerved from around the left. Fox pulled up hard on the stick as he made it around the monument, intersecting Falco's curve just as his Arwing blew past. Fox tapped the firing button the moment Falco was clear, and the StarWolf fighter streamed around the monument right into a shower of twin cerulean laser blasts. The fighter trembled through the air as four direct hits pelted into its front before it pulled up, rolling at the same time into a barrel-roll.

"I'll FUCKING tear you in half!!" Leon Powalski screamed, "You AND the FUCKING PARROT!!!"

Powalski's fighter streaked past Fox just as Falco came in over the comlink, "Looks like I owe ya' one, Academy-boy."

A jolting hit rocked Fox's Arwing as soon as Falco finished speaking, and Fox boosted to the right, pulling into a barrel-roll as Wolf's fighter came back in from ahead.

_Shit, he's persistent!_, Fox thought to himself.

His shields were holding at 50%.

The radar showed Wolf already closing fast into a turn on his rear.

"I gotcha, Foxie!" Falco called, flying in on the radar behind Wolf's fighter.

The black arrow suddenly curved off of Fox's tail, chased away by Falco's blue arrow.

"Son of a _bitch!_ LEON!" Wolf roared.

Out of the corner of his cockpit, Fox could see another StarWolf fighter scream past in Wolf and Falco's direction. He prayed Falco would see it in time, blasting the Arwing forward over the jagged, rocky surface of Venom, seeing Peppy's fighter still desperately trying to evade Pigma up ahead.

"Yuh can't beat me, Peppy!" Pigma taunted, "I got a bettah ship! I _always_ know how tuh call tha odds!"

Fox's Arwing streaked behind Pigma, lining up wonderfully.

Peppy pulled up into a loop, dodging Pigma's shots just as Fox opened fire, tearing into the back of Pigma's ship twice. The twin green engine thrusters flared, boosting Pigma away and curving him around another monument.

"Two against one, Pigma!" Peppy yelled, "Try those odds!"

The crackle of static came over the comlink as Slippy's distressed voice chirped, "I've got to bug out, Fox! I'm sorry!"

Fox snarled in frustration at the sight of Slippy's green arrow retreating away on the radar screen.

"I've taken care of the pond scum," Andrew Oikonny's dull voice remarked smugly, "Not that he put up much of a fight."

"Do what you want, Andrew, just stay out of the way," Wolf growled.

"To hell with that, I'm going after the _real_ prize," Andrew laughed, and suddenly Fox noticed another black arrow headed for his Arwing.

Fox throttled into full, speeding forward as two enemy fighters began to converge on his tail.

"Oh shit ohshitohshitohshitohshit," Fox murmured to himself tensely as he weaved in and out through the air, dropping his altitude and trying to dodge the shots that he knew would be coming.

A red laser bolt flashed past his canopy bubble, then he felt a rocking impact as another punched into his left wing, reducing his shields to 46%.

"You fuckin' chimpo!!" Wolf roared, "I'll kill ya' myself! FUCK OFF!!!!"

Fox had no idea who he was dodging shots from, Wolf and Andrew seemed to be in a race against each other to kill him first. The stream of red blasts never seemed to end as they pounded into the ground just ten meters below him. He pulled into a barrel roll to the left, the shields reflecting a deluge of crimson bolts out into the air above.

He shoved into full throttle, guiding the Arwing in a sharp turn to the right, but the two fighters stayed on him.

"Peppy! Falco!" Fox yelled, stressed.

Another hit rattled the Arwing, his shields now at 41%.

"Hail Andross!! Ahahaha!" Andrew laughed.

"I said knock it tha' fuck off! He's fucking mine!!!" Wolf howled.

The two black arrows were hard on Fox's ass, unshakable. One of them would tear Fox apart if he turned left, the other would tear him apart if he went right. Both would tear him apart if he stayed in between them.

Fox pushed into a boost, barrel rolling as he looped upwards. Dozens of enemy laser blasts scattered off of the Arwing's flared shields. He blasted forward at the apex of his loop, spinning to right the ship vertically, knowing that he'd bought a second or two at best.

"SOMEBODY!!!" Fox yelled, banking hard to the left, unable to boost again. The two black arrows were closing back in on his rear. In the brief split second that he looked at the radar, Fox thought he also saw a green arrow on the screen, headed towards him and his assailants. Just as he was about to check, another two laser blasts tore into his Arwing, chipping his shields down to 33%. Fox grunted in stress, swerving the Arwing to the left, back towards the palace as he frantically pulled into another barrel roll. In that brief instant, he glanced back at the radar screen and saw a green arrow just about on top of the three of them.

Without warning or even a clue, Slippy Toad's damaged Arwing shot out from the sky above, roaring over Fox's canopy.

"What tha' fu—" Wolf O'Donnell barked in alarm, cut off as the Arwing rolled ninety degrees and plowed into Andrew Oikonny's Wolfen II, slicing into the fuselage with its right wing. A tremendous explosion was heard as Slippy's wing tore itself off into the side of Oikonny's fighter, ripping off the Wolfen IIs right G-diffusers. The shockwave of the explosion flung Wolf's ship wildly out of control as Slippy's Arwing spun through the air with a thick trail of brown smoke and flames.

Andrew Oikonny tumbled, screaming to the ground, until the Wolfen II computer blew off the cockpit bubble and activated the escape system. Andrew's screams were cut off as the rocket boosters in his ejector seat blasted him clear of the doomed fighter and opened a parachute that carried his traumatized form softly to the dirt.

Back in the air, Fox looked dumbfounded as Slippy's Arwing slowly stabilized itself through G-diffusion despite its lost wing.

"Slippy are you okay?!" Fox demanded with shock.

"I'll be fine…" Slippy groaned, "The Arwing's almost totaled. She can still fly, though."

"You stupid bastard, that was the bravest thing I've ever seen!!" Fox beamed with gratitude.

Then his eyes locked onto Peppy's Arwing, still struggling in its fight with Pigma, and Wolf's fighter slowly managing to regain control.

"Get back to the _Great Fox_!" Fox commanded, "You've done your job! Go!"

"Don't have to tell me twice," Slippy remarked, his Arwing awkwardly shooting into the toxic Venomian clouds.

Fox soared into a boost, blasting back towards the Palace complex.  
"Hold on, Peppy!" Fox yelled.

He fired a chain of lasers in between Pigma and Peppy, which Pigma dodged by veering into a swift loop through the air.  
"Get on my nine o'clock. We've got him together!" Fox instructed.

"Yuh know, I think afta I kill tha both of yuh, I'm gonna go up tuh tha _Great Fox _an' kill Slippy, too, for you bein' such assholes all tha time," Pigma snarled with aggravation.

"You won't last sixty seconds," Peppy shot back as he formed up on Fox's left.

Fox smiled, leading Peppy in a broad turn to the right after Pigma's fighter.

He knew that he had to focus on the ultimate goal of ending the war and nothing else.  
He _wasn't _focused on revenge.

But Pigma was in the way of ending the war. Fox needed to get Pigma _out _of the way, simple as that.

And Peppy never said it would be wrong to _enjoy_ it.

On the radar, Fox watched as his yellow arrow and Peppy's red arrow curved through the air, moving towards Pigma's retreating black arrow. On the other side of the radar, he could see what could only be Wolf's black arrow headed in his direction. They didn't have much time before Wolf reached them, perhaps seconds. But Fox was willing to gamble that it was enough time to take care of Pigma.

"Peppy, accelerate and form on my eleven," Fox instructed as they drew closer to Pigma's fighter.

Fox knew Pigma was a greedy coward down to the core. Even as a member of StarFox, Pigma hated getting into a fair fight, and he would absolutely avoid a conflict where the odds were stacked against him. With his faster, more powerful ship against Peppy's Arwing alone, the odds were in Pigma's favor. Against Peppy _and _Fox together, the chances were much slimmer. Fox was _counting_ on Pigma to play it true to form. And just as Fox knew he would, Pigma began a bank to the right as Peppy and Fox came in on his rear left flank. By keeping Peppy on the left and keeping just out of good shooting distance, they'd corralled Pigma into retreating to the right—closer and closer to where Falco was keeping Leon Powalski occupied.

"On my mark, boost forward and fire on Pigma," Fox called into the comlink, louder than necessary to hopefully catch Falco's attention and give him a heads up.

"Wolf! Leon! _Any_ time now!" Pigma demanded, a level of tension just barely evident under the belch-like gloating tone of his voice.

He seemed to sense that Fox and Peppy had him pinned. But he obviously didn't see just _how_ pinned.

Fox tried to suppress the sneer forming on his muzzle as Pigma's arrow sped further to the right in retreat, just as Falco's blue arrow broke off sharply from its duel with Leon's black one.

"Falco! Gift-wrapped pig at four o' clock!" Fox yelled, "Peppy, boost and fire now!"

Almost simultaneously, Falco, Peppy and Fox slammed their throttles into a boost, exploding forward through the air and converging from three different points on Pigma Dengar's Wolfen II. They all stabbed their thumbs into the firing buttons on their control sticks, showering Pigma with volleys of twin cerulean laser beams.

Pigma gave off a distressed cry that was half animalistic roar, half porcine squeal as dozens of laser beams pounded into his ship in less than a second. His Wolfen II jittered through the air with every impact like a pebble in an earthquake, and abruptly dropped altitude sharply as if the star fighter had forgotten how to fly. Pigma's ship suddenly blasted forward awkwardly after falling hundreds of feet, flying through the air at a much slower speed than before and with a thick cloud of black smoke trailing out one of its thrusters.

Falco suddenly pulled up into an Immelman turn back the way he came, converging back on Leon while Fox and Peppy sped up behind Pigma.

"Take him," Fox ordered, figuring that Peppy deserved the honor more than he.

"Now hold on Peppy!" Pigma stammered, "I swear, yuh nevah gonna see me again! Yuh let me roll outta here an' I'll jus—"

"Shut the fuck up," Peppy menaced. He held down on the firing button, charging up his shot as he thought of all the original StarFox adventures, all of the good times with James, and all of the suffering that followed when a piece of shit named Pigma Dengar sold the both of them out. He didn't even _need _the targeting computer to make this shot. He _knew _when the time was right.

"Wolf! Get tha fuck over here!" Pigma squealed.

"Eat _this_, fat-shit," Peppy snarled, "This is for _James_."

A thick glob of green light erupted from the nose of Peppy's Arwing, lancing through the air and mowing into the rear of Pigma's ship. The explosion crumpled the Wolfen IIs airframe like paper, the wings warping as the twin thrusters sheared themselves apart in a cloud of smoke and debris. There was a crackling on the comlink as Pigma let out one final anguished squeal, then the Wolfen IIs cockpit bubble flew off, the ejector seat blew out, and the white parachute deployed. The rest of the fighter dove into the ground, bouncing once on the hard volcanic rocks before exploding in an orange plume of fire.

"I've been waiting more than three years to do that," Peppy exhaled as he and Fox soared over the burning wreckage. Fox nodded quietly in his cockpit, leveling his Arwing off with Peppy still on his eleven o' clock.

He saw movement out of the corner of his eye, and only then did Fox remember that it was far from over. The black arrow of Wolf's fighter was now deadly close to the both of them, and before Fox could even react, a burst of scarlet laser bolts streamed past his cockpit and stabbed into Peppy's right G-diffuser. Part of the blue durasteel paneling on the G-diffuser blew off as the lasers overwhelmed Peppy's already-weakened shields, and the Arwing dropped about fifty feet before wobbling back into flight.

"Better start runnin' home if ya' wanna live, old man," Wolf growled, "This is a two-person-tango, an' I'm _tired _a' waitin' for it!"

Fox glanced at the radar, seeing Wolf's arrow beginning a broad circle away from them, then turned his gaze on Peppy's Arwing as it trembled through the air.

"Your shields are shot and one of your G-diffusers is hit," Fox said, "Leave, Peppy. He'll kill you if we both try to attack him."

"What if he kills you? What about our mission to bomb the palace? What about your goal, Fox?" Peppy dissented.

"I'm not letting you get killed in the process; I don't give a damn if it's selfish!" Fox argued, "Do it now before he comes back around. I'm ordering you to disengage!"

The moment of hesitation lasted for barely a second.

"Wilco, sir," Peppy hissed, his Arwing banking left before soaring up into the sky.

As soon as Peppy was gone, Fox looked back at the radar to get a sight on Wolf. The lone black arrow was weaving slowly across the radar map, almost as if waiting for him. Fox took in a breath and let it back out, then gripped the joystick and guided the Arwing into a U-turn through the air.

"I'm glad ya' got rid of the old man," Wolf remarked, his drawling growl sounding almost polite, "I always thought he was alright. Wouldn't have liked killin' him."

"But you don't mind killing me," Fox returned coldly.

"That's how it's supposed ta' be," Wolf answered dismissively, "It's fate. I'm the best. And I'm finally gonna prove it."

Fox's jaw tightened as he accelerated his Arwing. In the distance, the dark shape of a star fighter turned and blasted toward him head-on.

"Alright, StarWolf, you wanted me, here I am," Fox McCloud rumbled, "Come and get it."

"With _pleasure_," Wolf O'Donnell snarled.

* * *

TO BE CONTINUED… on the next page. Go take a smoke break or something (or maybe leave a review), then come back and continue playing the StarWolf or StarFox theme while you read.


	12. Heroes and Villains, Part II

AUTHOR'S NOTE: I don't think you need a "Last time on War Stories" bit. If you don't know where the first part ended, go back and read it you lazy bum. Enjoy a conclusion filled with molten lava, giant heads and hallucinations.-TU

* * *

**-Heroes and Villains, Part II-**

The two fighters screeched towards each other, almost colliding before each rolled ninety degrees, the undersides of each ship facing the other as they met and sliced past, then both pulled into a sharp u-turn through the air. The Arwing and the Wolfen II met again in the fiery Venomian sky, turning back again only to weave back and forth between themselves, testing each other in a deadly, aerial dance. As the two ships weaved back together, the Wolfen II swept upwards in the beginnings of a rolling spiral, and the Arwing mirrored the move as the two ships twisted around each other through the air in the path of a helix across the sky. They suddenly broke off from their formation, flying side to side and high in the air far away from the palace, over the tumultuous volcanic wastelands of Venom.

Fox whipped his head to the side, glaring at the cockpit bubble of the fighter next to him and visibly seeing the one-eyed wolf inside. His enemy stared right back at him.

"You ready?" Fox dared.

"Hahaha. Now we're havin' fun," Wolf laughed.

They dived in unison towards the ground, screaming towards the jagged rocks and flowing rivers of lava at supersonic speeds.

Wolf suddenly cut his speed, drifting back behind Fox and veering in for a shot at his tail. Fox engaged the gravity brakes in full and banked to the right, hearing the breaks squeal with arcing energy as Wolf shot past him. Fox tapped the firing button, pounding Wolf's rear shields with twin blue laser blasts.

"Keep that weak shit out of here!" Fox snapped, remembering Wolf's words from the first time they'd met and throwing them back at him.

Wolf's only response was his gravelly, cackling laughter as his fighter boosted forward, swerving out of their vertical dive and jetting downwards at a less steep angle for the erupting volcanic mountain ranges below. Fox jerked backwards on the stick, pulling upwards as well, coming up behind Wolf again and pressing down on the firing button. Wolf's ship spun into a barrel roll, the flared shields scattering Fox's shot, then the Wolfen II darted upwards into a full loop over the Arwing.

Fox jerked his stick to the right, pulling into a stiff downwards turn before Wolf's loop could put him behind the Arwing yet again. Not even fully out of the loop, Wolf's fighter dived down after Fox at full speed, twisting through the air to follow him in his plunge. A burst of laser beams streaked by the Arwing, missing Fox by several meters.

The black arrow was soon coming up behind him again. Fox growled in frustration.

That damn ship of his was much more maneuverable than the one on Fichina.

Fox spun the Arwing into a barrel-roll, scattering the laser blasts that Wolf sent his way and then pulling back up on the stick. Before the Arwing could even pull up, a pair of direct hits rammed into the ship, rattling Fox in his harness and reducing his shields to 22%.

"Hahahahaha!" Wolf cackled, "You're good, kid, but I'm better!!"

Fox pushed the throttle into a boost, and the Arwing's plasma engines boomed with more power as he rocketed forward, sloping through the air upwards. He then twisted to the left and straight down towards the slopes of one of the large stratovolcanoes below. On the radar, Wolf's fighter swerved to the right, diving down the other way around the volcano to intersect Fox's path. As he pulled up from his dive, the Arwing soaring just a few hundred feet over the glowing lava floes down the volcano, an idea struck Fox, just creative enough to possibly work. He armed the nova bombs in the Arwing's magazine, still flying the star fighter over the volcanic slopes. The Arwing curved around the vast circumference of the fiery mountain, and in the distance Fox could see Wolf as he swooped back around, heading towards him. The fact that the crosshairs on the Arwing's heads-up display didn't flash red when one of the StarWolf fighters went past was enough to tell him that the targeting computer couldn't lock on to the enemy fighters. But a blind shot into the side of the mountain that Wolf was flying just a few hundred feet over would probably cause some damage.

Fox mashed his thumb into the control stick button to fire a nova bomb, and a stout red cone suddenly spat out of the Arwing's nose, gliding through the air and burying itself into the slopes of the volcano barely a half kilometer away from Wolf. A vast orange and blue explosion tore into the mountainside, sending dust, rocks and molten lava high into the sky as a thunderous crack split the air. Fox swerved hard away from the volcano, looking into the immense, thick grey cloud of dust as the light of the explosion faded away. To his shock, the Wolfen II fighter screamed out of the dust cloud like a bat out of hell, spitting bursts of crimson laser blasts in his direction.

"Let's see what else ya' got!" Wolf bellowed over the comlink.

Fox shoved the throttle up, tearing the Arwing over a flowing river of orange lava as Wolf started to come in behind.

Almost instinctively, Fox jolted the control stick forward, dropping his altitude further down into the tight canyon through which the stream of lava flowed. As dozens of crimson laser shots streamed narrowly over Fox's canopy, the Arwing swooped lower and lower down into the depths of the gorge, and soon the canyon walls on both sides and the lava river below gave him only about two hundred feet on either side and maybe four hundred feet under him between a collision with either solid rock or liquid magma.

With an enemy on his tail and little room to maneuver, the move was seemingly suicide, but Fox felt a calm confidence start to come over him.

The canyon walls rushed by and Wolf's fighter descended into position behind him, but Fox's mind was focused, not afraid. He felt like he knew exactly what to do, even though he wouldn't really know until he had to do it. It was like the Arwing and Fox were a single organism; both he and his ship knew which way to go.

Fox tipped the control stick ever so gently to the side, watching as scarlet laser shots from Wolf's fighter streamed harmlessly past, as if in slow motion.

Far in the distance, a towering pillar of rock stood precariously at the rim of the canyon side. Fox rested his thumb on the firing button, and he knew what to do.

"I got ya' now," Wolf growled softly, and Fox barely paid attention.

He jerked the stick to the right, barrel-rolling as Wolf's laser blasts bounded harmlessly off the flared shields.

The rock formation came closer, and Fox yanked the stick up, lined the pillar up in his sights and fired once, then a second time. Two sets of paired blue laser blasts barked out of the Arwing's cannons, tearing into the base of the large rock pillar and sending it tumbling forward into the canyon with a cloud of dust and a rain of rock fragments.

Wolf gasped over the comlink and began to pull up as the two speeding star fighters closed the distance in less than a second. Fox calmly trusted himself and pushed the stick down slightly, knowing that he would make the right move. The Arwing swooped gracefully down to barely ten meters over the flowing river of lava, shooting under the falling rock pillar before tearing upwards and blasting out of the canyon. The Wolfen II was traveling too fast, pulling up too steeply and intercepting the rock formation before it was all the way down in the canyon.

* * *

Wolf O'Donnell gave a yelp of panic, pulling the stick back as far as it could go. The fighter's shields crackled against the stone pillar as the Wolfen II scraped over top of it, the two bottom G-diffusers catching on the rock and tearing themselves in half with a metallic screech and a tremble that shook Wolf around despite his safety harness, slamming him into the side of the cockpit roughly. The Wolfen II whined with stress, trailing two thin tails of brownish smoke from its heavily damaged ventral G-diffusers. The fighter wobbled through the air and the engine thrusters began to sputter as the ship tried to maintain its stellar flight performance with only half its power plant functional. 'G-DIFFUSER DAMAGE. FLIGHT SYSTEMS COMPROMISED. SHIELDS AT 15% POWER. RECOMMEND DISENGAGE', the Wolfen II's computer console flashed.

The bright blue jet-wash of Fox McCloud's Arwing pulsed as it swooped gracefully up ahead. Wolf's lips drew away from his teeth in a canine snarl as his eye glared with murderous rage.

"Nice stunt, kid," Wolf hissed, "I think I'll kill ya' now."

As Wolf gripped the throttle in his claws, Fox McCloud's voice came over the comlink.

"I remember the things you said to me on Fichina. About how I didn't know what it was like to be ashamed, how the world really works, and how I couldn't fill my father's shoes," Fox said, his voice filled with calm confidence and passion, "You were right. You _taught_me shame, and I guess I can thank you for that. I've seen how the world works by going all over Lylat and un-doing the things that you and people just like you have done. And because of that, I think I _can_ fill my father's shoes, because I realize that all this is so much bigger than me and what _I_ want. But you wouldn't know that. You're _Wolf O'Donnell_. You've never gone a day in your life when you've looked past yourself. You don't give a shit. And maybe that's why you'll _always_ lose in the end. Because you _don't_ play by any rules. Because you don't _deserve _it. That's why Lylat _isn't_ doomed: Because I'll be there to save it from people like you."

Wolf's blood boiled and his mind raced as McCloud threw his own words back at him. He wanted to jump out of the cockpit, rip Fox McCloud out of his harness and shred the meat right off his bones. He was going to kill him. He was going to tear him apart and eat him alive for saying those things, for not dying when he was supposed to and for just being born with everything that Wolf could never have.

He had to die. Right now.

HE HAD TO.

The Wolfen II computer, insistent in its recommendation to retreat, even Wolf's own logic that would have at least made him cautious with his ship in such condition, was far from him at the moment, completely overridden by the beast within that wanted blood and blood alone.

"McCloud!!" Wolf bellowed, shoving the throttle into a boost and holding down on the firing button as his eye locked onto the ship up ahead.

The damaged Wolfen II thrusters still gave off an energized scream, flaring and blasting the fighter through the air as the laser cannons spat dozens of crimson bolts. Time slowed to a crawl as the Arwing spun into a barrel roll, the shields flaring and scattering Wolf's shots to the wind. Wolf gritted his teeth even harder, his eye emblazoned with hate as he continued to fire. The Wolfen II flew closer and the Arwing came out of its roll, the shots from Wolf's guns missing by several meters. The Arwing's nose suddenly pitched upwards, the entire fighter stalling through the air. The Wolfen II blew past and the Arwing pitched back forward in a perfect Cobra maneuver, now dead-locked onto Wolf's tail.

Wolf's heart stopped for a moment as his rage deflated, joined by frantic shock and dread.

"No!" Wolf yelped, choking his control stick and trying to evade, but gave off a grunt as the ship jolted severely, the engines whining in protest. The laser shot from McCloud's Arwing had taken Wolf's shields down to 5%. Alarms began to sound as Wolf weaved left and right to dodge the next few shots, but the ship was sluggish to respond, the amount of damage taking its toll.

"No, no, no!" Wolf barked hysterically, "No, this can't happen! It's not supposed ta' be this way! No, goddamnit!!!"

"Lights out, StarWolf," Fox McCloud replied.

Wolf had time only to take in half a gulp of air before a deafening boom rocked his ears, the Wolfen IIs computer console sparking as the ship died. The instruments went dark and the lurching feeling of gravity hit him as the inertial compensators failed and the Wolfen II began a lateral spin towards the ground at nearly ten Gs. Through the flames and the smoke surrounding the cockpit bubble, Wolf could see the ground of Venom coming up to meet him.

Gravity smothered his chest, forcing blood up into his skull and pinning his body against the seat, making it a challenge just to stay conscious. The burning, crumbling Wolfen II had become a flying coffin, built especially for Wolf. There was no time to consider how he had lost, how unfair his entire wretched life had been, there was only time for Wolf to sit back and accept the inevitable. His breath coming in and out in gulps, Wolf didn't know if he was laughing or crying, but both seemed fitting somehow.

The whistling, howling sounds of the wind outside suddenly became much louder as the cockpit bubble of the Wolfen II flew off. Wolf heard an explosion underneath him as his chin was shoved down into his chest, something clamped tight around his legs and his spine burned with the pain of being crushed from above. With the roaring explosion in his ears and the excruciating pain boring down on him, Wolf realized that this was how it felt to die. The explosion abruptly stopped, replaced by the whistling of the wind, and Wolf suddenly felt weightless, as if he was falling. Immediately after, a jerk on his shoulders practically knocked the air out of his lungs, and Wolf's eye opened to see the rocky Venomian land coming up slowly as his feet dangled in the air.

Confused, Wolf glanced upwards to see a white parachute spread out overhead, connected to his pilot's harness. Back down below, the Wolfen II ejector seat tumbled to the ground, smashing into the dirt a few meters from the smoldering wreckage of the fighter itself.

Wolf began to breathe again, the initial shock of being alive allowing him to feel nothing else as he drifted slowly to the ground. He slammed into the rocky surface of Venom in a heap, his knees buckling under him as the parachute fluttered down on top of him. Wolf unclipped the harness and stumbled to his feet, flailing his arms to free himself out from under the parachute. The light fabric of the chute slipped away with the faintest of flapping sounds, revealing the volcanic landscape and fiery skies of Venom all around him and his wrecked Wolfen II mere meters away. He gagged, breathing raggedly as he staggered forward, finally collapsing in a leaning position against the jagged, twisted carcass of the fighter.

Wolf just tried to breathe, to stave off the feeling of vomit coming up his throat, but already he could feel rage and despair returning to him. He had lost. Utterly and completely, Wolf had failed.

High above, the Arwing star fighter of Fox McCloud screamed past, tearing through the air on its return to the Venomian Imperial Palace.

At the sight of it, Wolf opened his mouth and erupted in an anguished, roaring howl that echoed through the landscape. He howled until his throat was raw and his lungs were empty, and then he collapsed to his knees and looked down at the ground. His clawed hands shivered with outrage, the grey fur on his fingers shifting as he dug his nails into his knees.

He couldn't even answer Leon's distressed hails or IG-N 96's promises that he was on the way with the shuttle as they both came in over the comlink.

He couldn't do anything right now.

* * *

Fox let out a long exhale as the Arwing streaked over the mountain range of volcanoes and back towards the immense dome of the Imperial Palace. He tried not to dwell on the feeling of pride that defeating Wolf had given him, as if it had disproven all of the things that Wolf had once said. He still had to focus on the goal, which wasn't achieved yet.

It still wasn't over.

Someone was still waiting for him.

As the palace came into view, the only other icon visible on the radar was a single blue arrow that came in from the other side of the radar map.

"Hey, Academy-boy," Falco greeted with relief over the comlink, "Looks like ya' gave that other fuzzball a run for his money. Gotta hand it to ya, I guess."

"Good to see you're alright, bird-brain. Where's the one you were fighting?" Fox asked as Falco's Arwing came into view.

"He bugged out," Falco answered with a verbal shrug, "I dunno, I don't think he was even all that damaged, ya know what I'm sayin'? Oh well. Maybe he just finally got it into his head that there's no way some shifty reptile's gonna take down _any _bird, let alone _me_."

"How's your shields? I'm holding at 22%," Fox informed.

"Eh, I gotcha beat, Foxie. 37%. Looks like we all got a little beat up. Not as bad as we kicked _their _ass, though, huh?" Falco answered confidently.

"Good," Fox responded, taking a breath, "Get your bombs ready. We probably won't damage the palace as much with only the two of us, but it should be good enough to--"

"_**Come, McCloud,"**_ something said to him.

It was a voice that Fox heard without actually hearing it, more like a thought that had been forced into his head than words reaching his ears. But it was still a voice, a deep, rich one that reverberated with an exotic accent in his head and chilled his blood.

"What was that last part, Fox? I didn't catch it," Falco inquired.

Fox didn't answer, still disoriented and confused by the command that had made its way into his mind.

"_**Come, Fox McCloud. Let us end this,"**_ the voice said once more, not making any real sound but still resonating within his brain.

Somehow, the voice not only delivered words, but told Fox how to follow its commands. He knew how to enter the dome of the Imperial Palace now, and how to navigate it, as if he had always known.

He glanced out the side of the cockpit, over to the dome, and saw a circle-shaped hole open in the top, in the center of the four large ridges in the structure. The opening called to him just as the voice in his head did.

"Hey Foxie, you alright?" Falco called.

Fox breathed in and out, shuddering both times with anxiety. He knew that bombing the palace wouldn't work; the structure was far too big, the monster inside too deep within for any bombs from the surface to have an effect. The only way to reach the monster was to follow its voice, and journey into its lair. And only Fox could go.

"Falco," Fox instructed slowly, "We've got a change of plans. You're going to go up to the _Great Fox _and tell them all what happened, then establish contact with General Pepper, alright?"

"What?" Falco demanded incredulously, "What are ya talkin' about? What about _you_?"

"I'm going into the palace after Andross," Fox explained carefully, hoping he was doing the right thing, "I can't explain, I just know how to find him and I have to do it alone."

"Fox, that's crazy," Falco argued, "Ya' don't even know what's _down_ there!"

"Just _trust_me, Falco," Fox resigned, "I have to do this, and you can't follow. If I don't come back up, have the fleet torch this place from orbit, you understand?"

"No! Fox!" Falco snapped, "Afta' all this time leadin' us and lettin' us look up ta' ya, don't you fuckin' _dare_ get yourself killed when it's this close ta bein' over!"

Fox smiled softly, his eye on the dark opening in the top of the dome, locking on to it and pulling sharply up.

"You're a good friend, Falco," Fox said, "I'll see you soon or not at all."

With that, Fox shoved the stick forward and drove the Arwing down towards the hole.

"FOX!!" Falco shouted, his voice filled with panic.

That was the last Fox heard from him before his ship was consumed by the darkness.

The hole opened up into a large, octagonal tunnel lined with metal piping and struts on the side, with thousands of dim glowpanels that made it just barely possible to see. The tunnel itself had to be hundreds of meters across; despite the enclosure Fox had at least a hundred meters clearance at all sides. The journey down the tunnel felt oddly slow for a dive, almost as if he was going down a horizontal tunnel rather than a vertical one, and he wondered if some sort of artificial gravity was installed to re-direct the planet's gravitational pull. If that was the case, he also wondered _why_ someone would do that, but it seemed just about as logical as building an enormous tunnel hundreds of kilometers straight down into the crust of Venom for an Imperial Palace.

The Arwing came to the end of the huge passageway, which only opened up into an even larger rectangular tunnel. It had to be at least a kilometer from top to bottom, and probably five hundred meters wide.

What the hell _was _all this?

"_**I've been waiting for you, Fox McCloud,"**_ the voice came to him again, stronger than before, _**"I knew you would come before me."**_

In the dimness up ahead, Fox was just barely able to make out the passageway diverging to one route left and one right. The Arwing tore forward through the air, nearly smashing into the partition between the two paths before banking hard to the left and leveling off in a further stretch of cavernous tunnels. Fox almost immediately throttled down to half speed, to give him more time to react in the future.

"Nice funhouse, Andross," Fox murmured.

"_**You are in my world now, Fox McCloud. You are in my galaxy," **_the voice seemingly answered.

The Arwing continued down the gigantic corridor, coming to a junction every so often and turning down either left or right at random. Soon, Fox had little idea of which way he'd come. The mammoth tunnels seemed to go on and on forever. He had to be several kilometers underground now.

"_**It is foolish to stand against me, Fox McCloud. I have evolved beyond that of a pitiful mortal. I stand as a god, given form,"**_ the voice warned in his head.

"Is that what you think you are? A god?" Fox demanded quietly, keeping the Arwing steady as it swooped down another turn.

"_**I am. And I am generous. I have the power to save many lives, including yours, Fox McCloud,"**_ The disembodied voice of Andross offered, _**"I can give you what you desire most. You can become the hero of all Lylat, feared, loved, and respected by all as my champion. All in Lylat will kneel before you—if you but kneel before Andross."**_

"I think I'd rather die fighting you," Fox responded without a moments thought.

"_**Do not be foolish. Your father made the same mistake and paid with his life. You can spare yourself that fate if you only give in to my will,"**_Andross informed, his deep voice ringing softly in Fox's mind.

Fox breathed, then flexed his hands over the control stick. His green eyes were locked forward to the end of the tunnel.

"Never give in," Fox said quietly, "My father told me that. I think he would've wanted me to kill you."

"_**Then you will die as well,"**_ was Andross' only response.

Up ahead, the tunnel ended in a large circular hole leading to a dark space beyond. Keeping his thumb poised over the firing button, Fox guided the Arwing into the massive hole, entering the largest cave he had ever seen. The enormous, cavernous space was at least two kilometers high from floor to ceiling, and probably a dozen kilometers in length and width. The ceiling of the cave hung thick with thousands of icicle-like stalactites, some hundreds of meters in length, while teeth-like stalagmites and columns stretched up from the ground. Spaced around the vast cave, some barely visible in the gloom, were immense columns of rock stretching from the roof of the cave to the floor, no doubt supporting the gargantuan cavern from collapsing in on itself.

Though awed by the sight as the Arwing streaked into the cavern, he could see no trace of civilization or life aside from several glowpanels installed in the cave ceiling to give it just enough light to be navigable.

Where was Andross?

Had all this been some elaborate hoax to draw him away while the tyrant made his escape?

If such was the case, Fox had surely fallen for it.

What was he _thinking_?

He had just wasted precious time chasing after some bizarre disembodied voice instead of apprehending the monster and putting a stop to the war. Fox had been used like a tool. Andross was probably far away, maybe even off Venom before the attack began, and had left StarWolf here to destroy them as revenge for their assistance in the war.

As he angrily began to turn around, Fox saw a massive reading ghost across his radar before disappearing off the screen.

His attention drawn, Fox glanced around outside his cockpit, hoping to see something through the dimness. He saw only shadows, melting into darker shadows amongst the titanic rock formations of the cave. The orange fur on the back of his neck began to stand erect with caution.

Was there something in here with him?

With a squeaking alarm, the reading came back on Fox's radar, maybe a mere hundred meters behind him, and his eyes enlarged with surprise.

It was as big as a fucking starship. Maybe bigger.

"_**Now you will know true pain,"**_ Andross' voice returned to him menacingly.

A bright, thick ribbon of white light streaked overtop the Arwing, blasting into the walls of the cave with a tremendous explosion of fire and dust before winking out.

Fox's heart pounded in confusion and terror as he jerked back on the stick, narrowly missing a collision with a gigantic rock pillar before swinging back and turning to face the radar signature. He let out a gasp and his body seized up with horror as a pair of gigantic eyes the color of molten lava glared at him from across the cave.

The eyes rested inside a colossal primate head with dark, brownish skin and greyish fur. There was no body to accompany the head; it seemed to merely float on its own high above the floor of the cave.

Fox's horror only intensified when he recognized the titanic face, despite marked changes, as the face of Emperor Andross. He sat frozen in his seat, unable to move or process the nightmarish vision that he beheld. The Arwing soared forward through the dimness of the cavern, speeding closer and closer to the behemoth face, and a pair of enormous mechanical hands rose up at each side. Each massive hand was painted a bright yellow color, with a glowing white circular panel at the center of a palm that Fox could've easily landed the Arwing on. The hands seemed to float as well, and one of them rose up and spread its fingers wide as the Arwing approached, the white panel in the palm glowing brighter.

Something in the part of Fox's brain devoted to survival convinced him to jerk the control stick to the side, dodging the Arwing to the right as the bright beam of a pulse laser flashed from the palm of the enormous hand, narrowly missing Fox's ship and blasting a huge chunk out of the wall of the cave.

Fox's survival instincts kicked in, not questioning or caring about how little sense it made, telling him to either destroy it or escape from it and to figure out what it was later.

He throttled up and twisted the control stick, the Arwing zooming ever further towards the giant head of Andross and flashing overtop. As the Arwing sped over the massive forehead, the giant floating left hand reached up at the ship. Fox gave out a yell of terror as he jerked the stick to the right, rolling the Arwing to the side as it cut right and shot over the tree-sized fingertips.

A deep, echoing laughter began to boom around the cave, and Fox had little time to wonder whether it was in his head or if it was actually coming out of the giant head's mouth. The dense arrangement of stalactites hanging down from the cave ceiling like a forest of trees came down to meet him, and Fox rolled the Arwing ninety degrees without a moment to spare, the ship speeding between the two formations in just barely enough time. The laughter increased in volume, and suddenly Fox heard an ear-shattering boom as the beam of a pulse laser punched into the cave ceiling, blasting dozens of stalactites into dust. A flash of white light burned his eyes as another pulse laser exploded into the section of ceiling just ahead of him, unleashing a torrential downfall of rock and dust which Fox had no time to avoid. The Arwing sped into the falling wreckage, blasting through hundreds of rocks that bashed into the fighter with horrible dings and crashes. The fighter shuddered and jolted through the air as a beeping alarm began to sound and the computer flashed the message: 'STRUCTURAL DAMAGE DETECTED. STRUCTURAL DAMAGE DETECTED'.

Fox gritted his teeth and shoved the stick down, pushing into a full throttle to hopefully plow through the rocks, but not before a boot-sized stone slammed into the canopy and produced a small spiderweb of cracks at the point of impact. The Arwing rocketed out of the hailstorm of debris, shooting straight into the cave wall before Fox pulled back on the stick and sped along the length of the cave side. A glance out the canopy showed the huge Andross head grinning with bloodthirst as he raised his massive hands once more. Fox throttled into a boost, the Arwing screaming forward as the pulse lasers on each of the hands shot out one after another in pursuit of him, each time blasting apart sections of the cave wall that he had been flying up against mere seconds before. He suddenly jerked the stick up, rocketing the Arwing towards the large Andross-creature and praying that the emission lenses in the hands were just as fragile as in all other pulse lasers.

The massive facial features of the Andross-creature contorted with rage as the Arwing blasted forward, Fox aiming for the palm of the right hand and tapping the firing button. The cannons spat out three pairs of blue laser bolts, which struck the enormous hand with popping explosions, none hitting the emission lens. The Andross-creature opened its mouth and roared, a deep blaring sound that Fox could hear through the canopy. The right hand formed into a fist, lunging forward at blurring speed towards the fighter. Fox jerked upwards, speeding just over the mammoth knuckles of the fist as it blew past.

He cut his speed to get a higher turning radius as he zipped past the creature's huge, pointed ear, curving around to the other side of the head. Fox rounded the skull and reached the other ear, just in time to see the head snap around and glare at him with those blazing orange eyes.

He broke contact with the eyes just in time to see the left hand rise in front of him, fingers spread and its emission lens glowing. Fox dived down as another pulse laser flashed out of the hand and blew into the side of the cave. The Arwing's dive to the ground followed a half-circle pattern around the enormous primate's face, speeding past its eyebrows and down its cheek. The last thing Fox expected was for the head to tilt to the side and for its cavernous jaws to open wide as it lunged forward to bite the ship.

Fox let out a scream as the mouth snapped towards him, instinctively firing a shot into the star fighter-sized tongue. Twin laser beams pounded into the huge pink muscle and the head drew back as a titanic roar of pain shook the cavern.

_At least it can be hurt_, Fox thought.

"_**You cannot hurt a god! I will erase you from existence!"**_ Andross' voice screamed in his head.

The initial shock of the idea that this horrid monster actually _was_Andross had little time to skink in, the gigantic robotic right hand sweeping out of the darkness of the cave and sailing towards him with its fingers bared like claws. Fox tapped the firing button, this time sending a pair of blue laser bolts into the emission lens on the palm, and he grunted with triumph as the lens erupted into a storm of sparks before going dim. He curved the Arwing under the hand, jerking the stick to come back around for a U-turn as he held down the firing button for a charged shot. The fighter completed its turn just as the left hand charged through the air in his direction. The immense fingers spread out, the emission lens glowing white hot. Fox twisted the Arwing through the air, barely missing the deadly beam of the pulse laser as it seared past and plowed into the cave walls. The beam winked out and Fox tapped the firing button, sending a thick green blob of charged laser energy into the left hand's emission lens. The charged shot blasted into the palm, tearing through the emission lens and exploding in the depths of the hand. A crash shook the cave as the hand smashed lifelessly into the floor.

Andross let out a roar of fury, forming his right hand into a fist and sending it towards him again. Fox tapped the firing button frantically, sending shot after shot into the tensed mechanical knuckles, producing harsh explosions that tore the yellow durasteel plating off and exposed the machinery underneath, but still the fist did not stop. Fox swerved the Arwing to the side, narrowly dodging the fist and lancing straight towards Andross' humungous face. The magma-colored eyes leered at him with fury, and Fox lined up his crosshairs on the eyes and fired a single shot. The twin blue needles flashed through the air and burned into the pupils, which squinted shut with a booming scream of pain.

As Andross' face contorted in anguish, Fox jerked up on the stick and looped the fighter into an Immelman turn the other way, rolling right side up and targeting the right hand as it floated back. The hand abruptly sprung forward with the fingers held out in a grabbing motion, and Fox pressed a button on the control stick's side. The stout crimson cone of a nova bomb spat out of the Arwing's nose and plowed into the hand's gargantuan palm, knocking it backwards. Fox pulled into another Immelman turn just as the flash of the nova bomb's explosion cast a bright glow on the cave walls and shook several stalactites loose of their hold on the ceiling. Andross' head had apparently recovered, now looking angrier than ever as the Arwing sped towards it. The ape's jaws opened wide once again and it charged at the Arwing, but Fox was already prepared. He pressed the bomb trigger once more, throwing another nova bomb out of the Arwing's magazine and into Andross' open maw. The immense jaws slammed shut on the nova bomb, and the huge orange eyes locked onto Fox once more with a measure of confusion. Then the primate's wrinkled muzzle suddenly popped like an enormous water balloon, unleashing a veritable tsunami of blood as the bottom half of Andross' face merely disappeared.

The voice returned to his head, however this time it was filled with horrific screams of torment. The smoke and fire began to clear, and Fox saw that the bottom jaw, upper jaw and nose were all missing from the head, in their place a mere void made up of huge, jagged shards of yellow bone, strips of burnt meat and waterfalls of blood. Andross' head began to shake back and forth, the untouched sections of flesh pulsating wildly.

Fox thought he was going to be sick as he pulled the Arwing into a tight turn away, circling around and keeping his eyes on the convulsing mass of flesh.

As if made up of invisible seams, the skin all over Andross' face suddenly cracked and split apart, peeling away in giant strips of dermis and muscle that fell to the cave floor. His stomach churned as the bare, white crown of Andross' monumental skull became exposed, and flinched as the dome of bone suddenly exploded in a shower of whitish-yellow fragments. The bloody, putrid remnants of Andross' head slipped away, falling to the ground in a great, slapping boom of mammoth flesh and bone.

What remained in its place was an enormous, pulsing brain, with dozens of writhing tentacles stretching hundreds of meters in length where the brain stem should've been. Attached to the giant brain with optic nerves the size of support cables were a pair of eyes the color of molten lava that stared out at him from across the cave.

"_**Only I can rule Lylat,"**_ Andross growled echoingly in Fox's head.

"What have you done to yourself, Andross?" Fox breathed with disbelief, feeling a mix of disgust and pity, "You're a _thing_. A freak."

"_**No, no, no…" **_Andross snarled in his head, _**"I am a GOD!!!!"**_

Fox slammed the throttle up and blasted towards Andross, wanting to make the first move before this new form tried to attack.

As the Arwing began to circle around the hovering brain, the eyes followed him eerily on their stalk-like optical nerves. At the rear of the brain was small, dark green lobe that pulsated separately from the rest of the hulking mass of grey matter. Something in the back of his head told Fox that it was called the cerebellum. It seemed like a good place to start, if any. He shoved the stick down, and the Arwing dove into an attack run on the rear of Andross' brain.

"_**I have seen your past, Fox McCloud!"**_ Andross bellowed within Fox's head, and suddenly his skull felt as if it was being split open. Fox gave off a scream of pain, closing his eyes and putting his hands on his head. The blackness of his squinted eyes was replaced by a flash of white light.

Almost as if in a dream, he saw Vixy Renard-McCloud's smiling face, her orange fur framed in the sunlight as she tickled him joyously.

Another flash.

James McCloud looked down at him, his face stony and grim, dressed in black robes as a group of men lowered a white metal casket into a rectangular hole in the ground. At the top of the hole sat a large stone tablet, and all that Fox could make out on it was _Loving Wife and Mother_ before another flash hit him.

There was little to see in this vision, as Fox's face was pressed up against his father's chest in the cockpit of a prototype Arwing, the warm caress of tears soaking his fur. He then heard his own, ten year-old voice screaming, "I watched her fall and she's not coming back up, Dad!!"

Flash.

He was fifteen years old, sitting in the living room of his father's house in Corneria City, the Cornerian Flight Academy badge of James McCloud in his hands as a bandaged Peppy Hare sat next to him. His breath was short and there was moisture in his eyes as he wheezed in protest, "Peppy! I—I can't do this! I'm not a leader. I'm—I'm not a hero. I'm not… I'm not… _him_."

Flash.

Fox was back in the cave, in the Arwing as it sped towards the ground. He frantically pulled the stick up, shooting into the air. The enormous brain of Andross suddenly appeared right overhead, the writhing mass of tentacles reaching towards the ship.

Before Fox could react, the blinding pain returned to his head as Andross screamed in his mind, _**"I have seen your FUTURE!!"**_

Flash.

Fox stood on a large stone platform as rain fell from the skies above. Sitting next to him was an odd-looking orange and purple reptile with four legs and a bony frill extending from the back of its skull. As Fox looked up, he saw what looked like a female fox with vibrant blue fur, encased in a large crystal floating high in the air. She was the most beautiful person Fox had ever seen.

Flash.

Fox stumbled backwards, a blaster in his hands as a huge, purple insectoid with a single glaring compound eye reared up in front of him. The creature gave off a screeching, ringing cry that sounded neither biological nor mechanical.

Flash.

The gorgeous blue vixen from before kneeled at his feet in the middle of a sidewalk at night, tears streaming down her face as she held tight onto one of Fox's hands. "Don't you do this to me, you bastard," the vixen pleaded, sobbing in an elegant voice, "I love you, Fox; don't leave me…"

Flash.

A lupine with a blue cybernetic eye that Fox recognized as Wolf O'Donnell lunged forward and opened his palm. Almost as if in slow motion, Wolf blew a stale yellow powder into his face with a glare of contempt.

Flash.

Fox was back in his Arwing as alarms squealed frantically, nothing visible outside of the canopy save for dozens of squirming, writhing tentacles all around.

"_**And it shall not come to pass!!"**_Andross bellowed.

The Arwing began to heave and jerk, and Fox could hear a screech of warping metal as a blueprint of the fighter appeared on the computer console, showing both of the wings blinking red. Before he could even act, a metallic shredding sound shook the entire Arwing and the blinking red wings on the blueprint changed to solid red, indicating that both of the wings had been torn off.

The splitting pain still in his skull, the looming fear of death before him as Andross tore the Arwing apart; it all took a backseat as Fox simply acted, grabbing hold of the control stick and the throttle.

"GET OUT OF MY LIFE!!!" Fox roared as he tapped down on the firing button and shoved the throttle into full. The laser cannons barked and the plasma engines screamed to life as the tentacles all around jerked and flailed ever more wildly than before.

With a final, defiant, yell, Fox stabbed his thumb down into the bomb trigger. He heard an energized hiss and a sudden, meaty thump as the tentacles suddenly went dead and the Arwing began to fall. Fox frantically ordered the computer to go to full G-diffuser guidance, the only way that the ship could fly without wings. The G-diffusers hummed loudly with the extra work and the wounded Arwing suddenly shot forward, wobbling through the air over the floor of the cave and rocketing back towards the entrance.

"_**NO!! We will die together, Fox McCloud!!"**_ Andross howled.

All that Fox heard was a planet-shaking explosion before the Arwing jerked forward. A flash of white light, brighter than any Fox had ever seen, blinded him as the fighter shook, and all that Fox could do was scream.

The sounds of the explosion faded away rapidly, but Fox could still see only bright light. There was only silence. He had stopped screaming, though he could not remember when.

Was he dead?

There was a sudden electric crackle in his ear. It was his comlink! He could still hear it, despite seeing nothing other than the brilliant white light.

What was going on?

The comlink crackled again, and Fox could've sworn he'd heard a voice in the static this time.

"Is someone there? Anyone?" Fox called out.

His only answer was another hiss of static.

"Hello?" Fox called desperately.

The comlink crackled again, and the static abruptly ended this time. Fox considered trying again, but was instead beaten to it.

"Hey son. What's shakin?" a warm voice greeted smoothly.

It stole the breath right out of Fox's lungs. His eyes went wide and his mouth hung open, his bottom jaw quivering. When he finally got the strength to speak, his voice was unsteady and light, like the voice of a child.

"…Dad?" Fox choked, disbelieving.

Fox received his answer when the white light abruptly faded back into view, replaced instead by Andross' immense cavern with the entrance to the tunnels of the Imperial Palace in front of him. Several things had changed.

Instead of being dark and dim, the cavern was lit with the bright orange and red fires of a vast explosion that seemed to be blossoming behind him in slow motion. He could hear the vociferous, roaring blast as it expanded to his rear, but it seemed to be moving at a sluggish pace compared to the Arwing. Fox's ship itself had changed, the alarms all quiet and the canopy undamaged. The ship flew so smoothly that Fox initially failed to notice that both of the wings had suddenly re-attached and regained functionality, slicing the ship through the air. The thing that Fox noticed the most, however, was the bluish-white jet blast of a silver, needle-nosed star fighter that flew at his ten o'clock. The fighter had the vintage look of the pre-war era, covered in shining chrome and sleek, sharp edges that were evident in both its gleaming rhombus-shaped G-diffusers and its bladelike, swept-back wings. Fox all of a sudden realized that he knew this ship. He had seen it and dreamt about it growing up.

It was a Space Dynamics R-16 prototype space superiority fighter, code-named the "Arwing". It was the early proof-of-concept model for Space Dynamics' revolutionary particle induction gimbal and G-diffuser technology, which would be later refined into the production-model R-64 Arwing. Only five R-16s had been built, and the only three of them that were flown were done so by an elite, daredevil mercenary squad named Team StarFox.

It was the Arwing of James McCloud's StarFox Team, not Fox's.

The R-16 slowed, forming up on Fox's left as they mesmerizingly drifted through the cavern, oblivious to the immense fire-blast that was expanding frame by frame behind them. Fox's eyes were fixated helplessly on the old Arwing, and they drifted up to the transparisteel canopy only to freeze in disbelief.

Looking intently out at him from the cockpit of the R-16 was a male adult fox with brownish gold fur and a pair of sunglasses over his eyes. Fox only breaths were in the form of short gasps in and out, in and out as he beheld the sight of his father. Without a word, James McCloud slowly faced back forward, and his Arwing picked up speed. Fox remained stunned as the R-16 moved up to his eleven o'clock, the force of his dazzled wonder preventing him from even touching the control stick.

"Come on, son," James McCloud directed, his voice calm and soft, "Follow me. We've got places to be."

Without even thinking, Fox took a hold of the control stick and guided the Arwing after his father, the booming sounds of the explosion behind him reaching his ears once more. The two generations of Arwing glided through the air, effortlessly traversing the rest of the massive cavern and coasting through the circular hole, back into the huge metal tunnels leading back to the surface.

As the ship flew into the tunnel, Fox could hear James McCloud advise him affectionately, "Never give up, Fox. Just trust yourself."

The glowing yellow and orange wall of fire behind them reflected off of the metal of the tunnel, bathing the fighter craft in an intense, fiery light. Fox struggled to maintain focus on the blue jet wash of his father's Arwing, switching on the canopy's glare shield to filter out some of the light all around them, and it suddenly struck him that this was all, somehow, very familiar.

A wave of revelation rushed through Fox's entire body like an electric current as it suddenly became so clear: It was his _dream_. Here he was, following his father through a tunnel filled with light, guided by both James McCloud's words and leadership. It _hadn't_been a mere slumbering fantasy or an expression of his own hopes and fears, like Peppy had thought. It had been a premonition, a message forecasting his destiny. Fox could see it all now, he finally understood. It was all coming together in one moment; everything in his life had happened just to bring him here, so that he could defeat Andross and so that his father could show him the way home.

"There must be some kind of way out of here," James McCloud mused airily, "You coming, Fox?"

A fragile smile forming on his muzzle, Fox answered, "I'm coming, Dad!"

The fighters sped forward through the tunnel as things began to somehow speed up. The shockwave of the blast expanding behind them appeared to be slowly speeding up to the usual supersonic speeds of an explosion, as opposed to the unnaturally slow rate of travel it had previously shown. Rather than being worried or stressed, Fox was engaged. It was as if everything was following a set beat that he knew, and that he was safe as long as he stayed in time with the music.

James McCloud led Fox into a left turn down one of the tunnel junctions, and he heard his father say to him in a buoyant but firm tone, "_Fox. Look._ You're _flying _it. It's all you right now. _You're_ in control. And nothing bad is happening."

Fox sensed a tightness in his chest and the beginnings of tears in his eyes at the beauty of it all, feeling like his father was in the cockpit with him, guiding Fox's hands on the control stick. Each moment seemed to be part of a harmonized, musical dance, with every movement a single note in a vast, complex symphony that Fox finally understood. He could practically hear the music, like a slow piano solo just under the crashing roar of the explosion tearing behind them. James McCloud's R-16 and Fox's R-64 drifted back and forth, over, under, and around each other in a graceful rhythm, drifting into a left junction, then a right junction with an elegance that seemed almost ignorant and even indifferent to the raging wall of fire rushing closely after them.

As Fox weaved in and out of formation with his father, he began to see all the things that had led him to this moment, wondering how it hadn't seemed so obvious until just now. Hundreds of memories flashed through his mind, all seeming to have significance, a few of them leaping out and coming back to Fox in particular.

"_You're _not _and you _can't _be James McCloud!"_ Bill Grey's voice echoed from his past, and Fox heard his own echoing voice answer, _"Well what choice do I have?!"_

Like a ripple in water, the words seemed to melt into Wolf O'Donnell's drawling growl, telling him, _"…You never had ta' _work _for it. You don't _deserve _it." _Wolf's accusations lulled and droned until it was instead the voice of Peppy Hare, solemnly proclaiming, _"We can't be perfect. We can't save everybody. But we can keep going... and that's what we're going to do." _Peppy's hoarse affirmation softened into Fox's own voice at ten years old, whispering with awe, _"I could spend the rest of my life doing this." _Peppy's voice returned again, and Fox felt the pace of everything begin to increase as he said, _"Nothing would make James more proud than for you to be there when the galaxy needs you. It's all that he ever wanted for you…you, more than anyone else in the universe deserves to be leading us on that day we stand up to them head-on, look them in the eye and tell them who we _are_." _Peppy's voice aged about three years, as he echoed in a climactic final statement, _"Right now when I look at you… I don't see the son of my best friend, I see a hero that's going to save us all. A _hero_."_

The reverberations from times gone by subsided as James led Fox around another turn, and the Arwing began to shake as the shockwave of the explosion seemed to pick up more speed behind them. James' R-16 accelerated forward, and Fox throttled up in response, coming in just over top his father's ship as the two of them streaked through another junction. In the distance, Fox could see the octagonal tunnel that he'd entered seemingly so long ago, the dim orange skies of Venom just barely visible from where they were, getting closer by the minute. The rumbling roar of the explosion got louder, and the Arwing began to tremble even more as the shockwave reached ever closer to them.

Fox and James McCloud performed one final aerial dance, corkscrewing gracefully over and under each other's paths before his father formed up on his nine o'clock. Once again, Fox locked eyes with his father as the cloudlike flames of the explosion began to consume both ships.

"I will _always _be with you," James McCloud promised, "Never forget that my main reason for going out there was to make the world a better place for you to grow up in. And my main reason for coming home was to see your smiling face again. I love you, Fox."

With that, James McCloud put his palm up against the transparisteel of his canopy, his fingers spread out against the transparent surface. A tear rolled down Fox's face as he pressed his own palm up against his canopy and whispered, "I love you, Dad."

The Arwing was shaking almost to the point of being uncontrollable as flames began to lick their way around the canopy. Alarms began to buzz as the rumble of the explosion rose to almost deafening levels.

"Hold on," James whispered with a vocal smile, "I _love _this part."

Fox felt the rhythm of it all reach the crescendo and instinctively knew what to do, grabbing onto the throttle and shoving it into the red-labeled 'BOOST' notch. The plasma engines of both Fox and James' Arwings gave out a loud, whistling screech as they blasted the fighters through the octagonal tunnel and the flames.

The Arwing shot out of the top of the palace dome like a cork out of a wine bottle, roaring into the skies as the Venomian Imperial Palace was blasted to rubble. Just as the dust cleared, a single monument bearing the face of His Imperial Majesty Emperor Andross toppled to the ground.

Rocketing straight up into the Venomian skies, Fox let out a cry of triumph that was part yell and part laugh. As he looked out the canopy, he could still see the glowing blue jet wash of his father's Arwing up ahead. The joy of both his victory and the thought that his father was still alive squashed down any logic that would've led him to question how it was possible. His father was there, flying right in front of him, and that was enough proof for him.

He could almost reach out and touch it…

It was then that Fox noticed a sudden, immense pressure on his chest, as if someone had landed a ship on top of him. Up ahead, the computer console flashed the warning 'INERTIAL COMPENSATION SYSTEM MALFUNCTION. DECREASE SPEED AND ANGLE OF CLIMB'.

The huge loads of G-force snuck up on Fox, squeezing the blood out of his chest and into his head, and he tried to push the stick forward or push down on the throttle but he could already feel the immense wave of dizziness as the edges of his vision grew dark. He tried the exercises he learned in the Academy to tighten his abs and stave off a blackout, but it was too little, too late. Fox's last consideration was that, no matter what, he _had _to keep his father in sight. Then his entire vision went black.

Fox was unconscious for barely a minute or two, but by the time the Arwing's safety systems took over and auto-piloted the ship into a slower, gentler ascent, Fox awoke to find that things were not as they were when he had passed out. The small pinwheel of cracks in the lower corner of the Arwing canopy, caused by a falling rock from the cave ceiling, had returned. The G-diffusers were humming loudly with strain, and a schematic on the Arwing's computer console showed both wings in solid red. A look out the canopy showed that both of the fighter's wings were missing once more, torn free from the variable-sweep wing mechanism and resembling a chicken wing without feathers.

And both the radar and the thick, brownish green Venomian clouds outside were free of any other fighters aside from Fox himself.

Fox let out a near-breathless gasp of confusion, checking his radar again as the damaged Arwing continued to climb through the clouds.

No. No this wasn't right. Where was his father?

He had been there, flying with him only moments ago. He had shown Fox the way out of Andross' lair. It was only _because_ of James McCloud's guidance that Fox had made it out of the palace alive. He _had_ to be there, somewhere. Fox had seen him with his own eyes. There was no way he could have escaped from the palace if his father hadn't really been there for him to follow. What else could it have been?

Fox breathed harder in panic as the most logical explanation came to him, and he instantly sought the help of denial.

It _couldn't_ have been a dream. No hallucination could give the almost spiritual clarity that Fox had experienced as he flew with his father, let alone accurately tell him the way out.

_Maybe it was just subconscious_, a part of him thought, _Andross was, after all, making you see things before you defeated him; maybe in his death throes he simply brought your dream to life. Your recurring dream combined with your body's will to survive and your own memories to create a state of mind that would allow you to fly the Arwing, even in its poor condition, through the tunnels and out of the palace. Your imagination just did the rest. _

_No_, Fox denied. He wouldn't believe it. It had been so _real_. It had _felt_ so real. He desperately began speaking into the microphone on his headset, hoping to get some sort of answer.

"Dad, are you still there?" Fox pleaded, "James McCloud, do you copy?"

There was no response but silence, mixed with the occasional burst of static.

"James McCloud, do you read?" Fox called once more, gritting his teeth.

The comlink crackled only once, deadly quiet. Through the canopy, the brownish clouds and green haze of Venom's atmosphere began to thin and darken as the Arwing started to enter the black star field of space.

Fox could feel his heart sinking.

"Dad?" Fox breathed, barely whispering.

As the toxic clouds of Venom suddenly gave way to the black void and twinkling stars of outer space, his comlink hissed with static, and a tough, urbane voice came over the comlink.

"Wait a minute, I got somethin…Holy shit, it's Fox!!!" Falco Lombardi exclaimed in celebration, "HA-HA!! Tha fuzzball's alive! WOO!!!"

It wasn't the voice that Fox had been listening for. But it was still good to hear it, and somehow, it helped make the disappointment vanish.

"Way to go, Fox!!" Slippy Toad cheered excitedly.

"You did it!" Peppy Hare shouted with exuberance, "You god-damned did it, Fox!!"

Still, Fox did not speak as the swan-like form of the _Great Fox _appeared over the greenish-brown haze of Venom's atmosphere, moving towards him through space with the Cornerian armada visible far behind it. He gave one last, desperate look to the left and to the right before simply accepting it.

His father had never been there. But, nevertheless, Fox had followed in his footsteps. He had saved the Lylat System. He had won. And wasn't that the best that he could ever hope for?

"What's wrong, Fox?" Peppy inquired urgently.

"Nothing," Fox gulped, shaking his head and putting a smile on his face, "Nothing's wrong."

"Well, aren't _you _just tha saddest fuzzball that ever won a war," Falco remarked, his voice tinted with indredulousness.

"I didn't win a war," Fox grinned, "I kicked some Venomian ASS!!!"

"Hahaha!!! _That's _our leader!" Falco laughed.

"Fox," Peppy informed, "General Pepper wants to speak to you. I'm connecting you to him."

The comlink hissed a little bit with static, then there was a click as a rich voice came in on the comlink.

"Commander Fox McCloud," the voice greeted.

"General George Pepper," Fox returned with the same measure of pride.

"All that's left of the Imperial Venomian Starfleet has either surrendered or warp-jumped away," Pepper informed, "Almost immediately after the destruction of the Imperial Palace, we received an offer of unconditional surrender from the General Secretary of the Venomian Government. The war's over! You're a _hero_, Fox!!!"

Fox closed his eyes and breathed, allowing the word to sink in.

A hero. They thought he was a hero.

"Thank you sir!" Fox called back, "You have no idea how much that means to me."

General Pepper laughed heartily.

"Get back to Corneria, my boy," Pepper commanded, "They're going to throw us the party of the century!"

With that, General Pepper signed off, and Fox locked his gaze back on the _Great Fox_ and the red, winged fox design on the tail. It was at that moment that it began to truly hit him:

He _had _done it. Against all odds and expectations, even his own, Fox had somehow not only survived the horrible war that had torn the Lylat System apart for almost two years, but he had actually made a difference. He had become the person that he had always wished to be, but never dared hope to be: an adult worthy of his father's place at the head of Team StarFox. A hero.

With a feeling of contentment and silent pride, Fox throttled up on his damaged Arwing and guided the fighter towards the _Great Fox_, where his friends—his family—awaited him with a champion's welcome.

* * *

But wait! There's more! Come back soon for the epilogue of this incredibly long story (even for me), some super-secret bonus material, and of course, your ending credits music. I'm serious. I'm working on it right now. Stay tuned. Review this shit or die.-TU


	13. Epilogue: Changes

**-Changes-**

All along the Lylat System, the conclusion of the great interplanetary war had made a mark on every planet touched by the conflict. On the planet once known as the Venomian Empire of Andross, chaos consumed the streets of Blight, Dromoda, Acheron and several other settlements as rioters tore down the effigies and symbols of the government that had promised them greatness and delivered only madness. With the collapse and surrender of the Venomian Imperial Government, the descent from law and order into anarchy was only hastened by the political mobs, with looters emerging forth from the shadows to pilfer whatever the evacuating remains of the Venomian Army left behind. Most of the people of Venom, however, cowered in their homes with their loved ones and prayed that the doors would somehow protect from the turmoil outside. All the while, the might of the Cornerian Commonwealth Fleet remained in orbit over the clouds of Venom, their guns trained on the major population centers as soldiers and politicians decided what to do with their vanquished enemies.

Almost a hundred million kilometers away on the neighboring planet of Macbeth, the capital city of Wayland was somber and quiet in the full moon night. Stretching from InGen Plaza to the Yutani Memorial Bridge and along the banks of the River Tyrell, the otherwise dim streets were filled with light as Fay Donahue led a candlelight vigil of over two million people through the street. With the rumbling echoes of hundreds of thousands humming the Lylatian hymn "Your Graceful Mercy", Fay closed her eyes and set her candle afloat in the waters of the Tyrell, an act which was slowly repeated by every other person in the crowd. Soon, the River Tyrell was a mass of lights floating in darkness brighter than the starry skies above, in memory of the countless billions of lives lost in the past year and eleven months of war. From the upper floors of a damaged, abandoned skyscraper, former Sergeant Lance Cody stared down at the vigil with a look of regret in his golden eyes and a heavy feeling of shame weighing on his heart.

Across the Lylat System, the fertile world of Corneria was consumed with celebration, and in no place were the festivities more extravagant than in the polished super-metropolis of Corneria City. Even from a hundred meters above the tops of the pale skyscrapers, the pilots of the dozens of heavy-lift hovercraft dropping confetti on the city could hear the raucous cries of celebration as crowds blocked the streets below and the drivers of skycars opened their windows and shouted out cries of jubilation from the air-lanes. From various points above the city, numerous squadrons of Cornerian J-4 Comet fighters streaked over the buildings trailing green, silver and blue smoke from canisters on their tails as the _Ajax_ fired its pulse lasers from orbit across the Cornerian sky in celebration.

At the epicenter of the revelry was Inari Square, normally a jam-packed intersection for air-lanes, streets and pedestrian traffic saturated with stores and holographic advertisements, now a sea of people of all races, soldier and civilian alike, so dense that it was practically impossible to traverse even by foot. As the holographic advertisements displayed images from the war to the tune of the Cornerian planetary anthem, hundreds of people crowded into the cantinas and restaurants around Inari Square, in many places overwhelming the ability of the establishment staff to serve any customers at all. A particularly large crowd was formed around the outside of the world-famous Lionheart Tavern, where a holoprojector displayed the message, "Veterans and Families ONLY!" with a much smaller message below advertising, "Free Lager for Vets!!"

The first message _had_ ensured that only veterans of the Cornerian Armed Forces got into the Lionheart, however the second message meant that the tavern was soon filled to the bursting point with soldiers. The owner of the Lionheart soon had to take down the second message from the holo-display, for fear of the cantina's glass doors being broken down by more soldiers from outside that didn't care about the establishment's occupant capacity.

Inside the dimness of the Lionheart's wooden interior and antique décor that recalled the glory days of the Cornerian Empire, officer mingled with foot soldier as waitresses and server droids lugged massive pitchers full of Jack London Cornerian Lager and Luath Draft beer through the crowds of patrons. The vast majority of people in the Lionheart were forced to stand with their drinks; the relatively lucky few that were able to get tables were those that either simply got there first or those that got a seat out of respect for their service record. It was because of this that one of the Lionheart's largest and most prominent tables was host to a group of mostly young pilots that had all played a vital part in the Battle of Venom and in the Lylat War itself.

At the circular table sat Major Bill Grey, a white moustache of froth on his muzzle after taking a drink of Luath Draft from the pewter stein in his gray-furred paw. As he set his beer mug down, he answered the call of Lieutenant Kylie "Zippa" Rayes and pushed the large pitcher of Luath Draft across the table to her seat, where she sat in between Flight Officer Russel "Rev" Parks and Lieutenant Adam "Junkie" Thrace. Bill then continued talking with Peppy Hare, seated to his left. On Bill's right, Falco Lombardi sat closely next to Katt Monroe, leering flirtingly at her and brushing her left heel with his right ankle as she put a feline hand on his knee. Though both Falco and Katt had a stein of Luath Draft in front of them, Katt was currently in the process of slurping a strawberry-flavored daiquiri through a straw while Falco held a Wall-Slammer in his blue-feathered hands (Wall-Slammer: A cocktail of Cooper Ambrosia, Redwall Rum, Baskerville Vodka, Hobbes Gin, a dash of Stoker Absinthe and a generous helping of Slusho Cola to mask the taste. So named for the hangover that normally follows). Both of them were clearly trying to get drunk. Across the table from them was a single empty seat, next to which sat Slippy Toad, who was chatting with Rev whilst nursing his own stein of Luath Draft and a glass of Slusho.

"Come on, Peppy, just come out with it; how much Liat did Pepper _actually_ pay you guys? I'm only a little curious," Bill coaxed loudly over the noise of the room.

"I think they found it hard to put a price on all of our 'Services Rendered to The Commonwealth', as they put it," Peppy shrugged, "Plus I'm sure there were some arguments between how much Pepper _wanted _to pay us and what Parlaiment was willing to _authorize_. But let's just say we won't have to worry about anything major for a while."

"Hell yeah, we're fuckin' _made_," Falco laughed, and Katt joined in, leaning on his shoulder, at which point Falco looked at her and said "I think we got plenty a' time to, uh, _relax_…"

With that, the both of them laughed a bit more, and Bill shook his head.

"Hey, if you don't want to tell me, don't tell me," Bill shrugged, turning back to Peppy, "Just trying to make conversation."

Peppy smirked, then picked his stein up off of the table and took a swig of beer. He swallowed and put it down, wiping the froth off of his whiskers, then reached to a paper napkin dispenser near the center of the table. Grabbing a single napkin, Peppy set it down in front of him, pulled out a stylus from inside his long white coat, and wrote down a number on the napkin. As he passed it to Bill, the canine's brown eyes swelled with shock.

"Holy shit…" Bill gasped, "I've never seen that many _zeroes_…"

Peppy took the napkin back and put it into his coat, then said, "Don't get too excited. Between the overhauls and repairs to all of the Arwings, the overdue upkeep for the _Great Fox_, paying off debts, and re-supplying everything, we'll be lucky to have a _fourth_ of that left. Still, it's a start."

"I heard Pepper tried to offer you guys a lot more than _Liat_," Bill mentioned.

"He tried to offer us a permanent commission in the Cornerian Army," Peppy nodded slowly, "Parlaiment probably wanted it more than him; if we were part of the military it would be easier to justify that much of a payout as part of the budget. Fox wasn't interested."

"Why not?" Bill inquired.

"There was a reason that James founded StarFox as an independent force," Peppy explained, "Yeah, he was a rich boy wanting to have fun, but underneath he wanted something else. He didn't want StarFox to do what a general or a politician said. He wanted StarFox to do what was _right_, and help anyone that needed it, not just the people of one particular planet or another. We had to do it for a price so that we could survive as a _company_, but it was James' full wish to be able to take and refuse contracts based on whether it was something good or bad, and maybe even help people that _couldn't _afford to pay us. Fox wanted to preserve that, and I'm proud of him for that. It's sort of the same reason that he refused the other thing that Parlaiment offered him."

Bill finished taking a swig of beer before setting his stein down with a metallic bang and giving off a soft belch.

"What was the other thing?" Bill asked.

"They wanted to award him the honor of Knight Bachelor," Peppy answered flatly.

Bill's mouth dropped, his brow furrowing in disbelief.

"Parliament wanted to _knight_ him?" Bill asked, flabbergasted, "They haven't done that for…what, _centuries_?"

"Not since the days of the old Empire," Peppy informed.

"Where is the Commonwealth headed?" Bill mused, then suddenly demanded with some outrage, "And Fox _refused _it?!"

"Sort of," Peppy answered vaguely, his head looking towards the other end of the room, "Check this out."

Bill followed Peppy's gaze to the stage at the end of the room.

Through the din, up on the Lionheart's stage, a male Airedale terrier sat on a stool in dark clothes with an old acoustic guitar in his lap, strumming as he sang into a microphone clipped to his collar. For some reason, the entire room had grown quiet, all eyes on the brown and black-furred canine and all ears on his light, reedy voice.

"_Come gather 'round, people, wherever you roam_," the Airedale sang, "_And admit that the wa-ters around you have grown; And accept it that soon, you'll be drenched to the bone! And if your time to you is worth savin'…Then you better start swimmin' or you'll sink like a stone! For the times, they are a-changin'!_"

A male blond tabby cat in a blue suit leaned back from his seat and suddenly yelled, "Ch-ch-ch-ch-_changes_!"

Immediately after, almost everyone in the entire bar joined in and sang, "_Turn and face the strain! Ch-ch-changes!_"

"_Oh, look out, you rock 'n rollers!_" continued the Airedale, joining in.

"_Ch-ch-ch-ch-changes! Turn and face the strain! Ch-ch-changes!_" The rest of the tavern sang back.

"_Just gonna have to be a different man!_" the tabby sang.

Then the entire bar joined together with, "_Time may change me! But I can't trace time! I said that time may change me!! But I can't change time!!_"

At that point, everyone began laughing and applauding at both the tabby and the Airedale, producing an ear-numbing cacophony of claps and cheers. Both songs, the one that the Airedale had begun with and the one that the tabby had interjected with for the entire bar to sing along, were incredibly old Cornerian folk songs. Few people knew the lyrics to them except for the chorus, and no one really remembered where they came from or who the writers of either song were.

As the merriment and applause were toned down to a dull roar, Slippy leaned toward Bill and Peppy, calling to them, "Hey, guys! Did you hear what the Labour Party's running on next election? They want to pass a civil rights amendment and form a full-on alliance with Macbeth! What do you think?"

"I think they've got _my _vote," Katt spoke up.

"You don't _vote_!" Falco teased her condescendingly.

Katt began to giggle fiercely, then said in a tone that was barely audible to everyone else, "But I _am _good at doing a lot of other things…"

Under the table, Falco's free hand began to drift up Katt's leg.

"Changes, indeed," Bill nodded, "Huh, Peppy?"

Just as Peppy was about to reply, a yell came up from the front of the Lionheart Tavern, and everyone at the table looked in the direction of the sound.

Through the gaggle of bar patrons, a lanky twenty one year-old female leporid with cream-colored fur and reading glasses on her face emerged. She wore a short red shirt and dark blue pants, which were barely visible as she rushed over the table with a joyous yell of "Dad!"

"Luce!" Peppy laughed, getting up from his chair as his daughter, Lucy Hare leapt across the floor and threw her hands around her father.

"I can't believe you're home!" Lucy said joyously, "I'm _so _glad you're safe!"

"It's great to see you, Luce," Peppy beamed, separating from her.

"Mom wishes she could've come, but they kept her for observation at the medcenter," Lucy explained, "I tried to get you on your comlink, but I couldn't get any service. The whole damned _planet_ is talking to each other right now."

Peppy nodded, his smile lessening, and Lucy's glance drifted over to Bill.

"Ohmigod, BILL!!" Lucy yelled ecstatically, "I haven't seen you in _years_!"

Bill grinned at Lucy Hare, remembering all the years growing up with Fox and Slippy before entering the Academy, and how the three of them always used to torment Lucy. Bill liked to think that it was because she bossed them around, but he was willing to admit it had a lot to do with the fact that she was a girl and she was older. One of Bill's most significant memories of her was when he poured beef broth into her shampoo, and Lucy ended up smelling like beef stew for one of her first dates.

Bill had probably caused Lucy more grief than Fox and Slippy put together. But that was years ago.

"Get up and hug me, you asshole!" Lucy demanded in a gigglish tone. She obviously hadn't forgotten.

Bill got to his feet and embraced her, and she promptly remarked, "You've grown up so well, Bill! You must be really proud of everything. It's _so_ nice you're here!"

Before Bill could give Lucy a compliment about how well _she _had grown up, how well _she_ had filled out, she separated from him and looked back at Peppy.

As Bill found himself running his eyes down Lucy's figure (and feeling REALLY wierd about it) Lucy called over to her father, "Hey, where's Fox? He isn't here yet?"

"He's still…" Peppy trailed off, then said, "Fox will be joining us later."

Lucy nodded, then her gaze drifted along the rim of the table and her eyes lit up.

"Slippy!" She cried, running over and throwing her arms around his neck without even waiting for him to get up.

As Bill looked at Lucy, so happy to see them, at Slippy and Peppy, both proud and content, at Falco and Katt and at his own wing mates from the Battle of Venom, he felt a certain contentedness as well. He was among friends and comrades, celebrating the fact that they would live to see where the future took them and that, today, they were all heroes in their own right. For the first time in a long time, Bill was truly free of any feeling of envy for Fox. Instead, he was proud of him, as well as proud of himself.

With a calm smile, Bill promptly banged his fist on the table, getting everyone's attention as he picked up his beer stein and raised it over the table.

"A toast," Bill announced.

"To victory!" Rev shouted.

"To the right thing!" Peppy barked.

"Ta' gettin' more than what ya' hoped for," Falco declared.

"To things changing for the better!" Slippy chirped.

"To all of those things and to all of us. But most of all, to Fox McCloud, for giving us that last push we needed to get what we all worked for: " Bill announced, "A happy ending. So, I guess, to a happy ending."

"To a happy ending!!" they declared in unison, clacking their steins together.

As everyone put their mugs to their lips, Bill paused and murmured, "And everything that comes after it…"

Then Bill drank, and went back to celebrating peace with the rest of his planet.

* * *

The bridge of the _Lone Wolf _was cold and quiet. Sitting in the captain's chair, gazing out at the stars through the panoramic transparisteel viewport, Wolf O'Donnell felt hollow. The past week or so since the events of the Battle of Venom had been a blur for him, in which Wolf had put up a constant effort to execute his plan to take all the assets of Team StarWolf under his control and to keep from personally falling apart at the same time. In the rush to get off of Venom, the _Lone Wolf _had run into a Cornerian patrol consisting of an _Acropolis_-class ship with fighter escort and several _Aries_-class patrol cruisers. The ship had taken a considerable amount of damage, and Leon came within millimeters of death when his Wolfen took concentrated fire from the patrol cruisers. Still, StarWolf prevailed and managed to execute a warp-jump to Titania, rather than the Venomian rendezvous point over Eladard. Andrew, who seemed only slightly torn up about the death of his uncle, flew into a rage at the idea that StarWolf was deserting the Venomian Army and called Wolf both a loser and a coward.

Wolf broke Andrew's nose with a single punch and knocked out two of his teeth with another, and would've done much more if Pigma and IG-N 96 hadn't stopped him. Rather than throwing him out the airlock like Wolf desired, they chose instead to lock Andrew in his quarters until he accepted the fact that Wolf was now the ultimate authority and no one else. Andrew was, of course, free to leave as he chose, however only if he could figure out a way off the ship without using his Wolfen, which Wolf had claimed as his property.

Pigma seemed to be causing trouble on his own, not in as perceptible a way as Andrew, however it troubled Wolf nonetheless. Pigma had suggested that they retreat to Eladard to repair the ship and possibly get additional supplies. He reasoned that they could still find some way to desert the Venomian Army remnants after repairing the ship, however Wolf refused. The best way to disappear was to do so now, before the Cornerian Fleet began tracking and attempting to intercept all of the retreated Venomian ships over Eladard. Frequently citing the damage to the ship and their lack of supplies as a "very bad start to a half-baked idea", Pigma had quickly become uncooperative in the extreme, already causing Wolf to speculate how long it would take for Pigma to betray them for his own benefit.

Wolf's only allies remained Leon, who kept his only surviving Wolfen II to strip for parts to use in the regular Wolfens and remained committed to Wolf as always, and fortunately, IG-N 96. With the death of Andross, IG's loyalty had passed to Wolf, helping him in his efforts to control Pigma and Andrew and also operating the _Lone Wolf_.

These small blessings seemed insignificant in comparison to what he was facing. He had two team members that he couldn't trust, he was living in a damaged capital ship that would doubtless draw attention wherever it went in the foreseeable future, and he was wanted by the Cornerian Commonwealth as a war criminal and a traitor. He had no allies, and little idea of how to initiate contact within the criminal underworld or with any other entity that might pay for StarWolf's services.

Most of all, though, Wolf had been beaten.

He had been philosophically and literally bested by the one person he thought himself destined to defeat.

Slouched in his chair, looking out at the stars, Wolf was oblivious to IG-N 96 as the robot worked silently at his station. The droid seemed to understand Wolf's situation, and had wisely refrained from any sarcastic comments. With an approaching tap of footsteps along the grey metal of the floor, Wolf could hear Leon approach from behind him, however he showed no sign that he noticed. He could think of nothing that Leon could say to affect him. Nothing compared to how McCloud's words had affected him.

Wolf kept expecting Leon to say something, but there was no sound from behind him.

Fine. He could play that game, too.

Wolf remained motionless in his chair, his eye looking out at the stars.

"I don't know any constellations of the Kragg Sub-System, but I still think I can find Solar and maybe Triton from here," Leon said quietly, "Do you think so?"

"Fuck if I know. Or _care_," Wolf murmured, his growling voice a mere whisper. He still didn't look at Leon, even though the chameleon had moved to stand at the left of Wolf's chair.

Leon was silent for a few moments. Wolf heard him shift his position, and he suspected that Leon was going to try putting a hand on his shoulder. That would NOT be a good idea on Leon's part. Leon seemed to understand this, and Wolf felt no hand on his shoulder.

"This is more than just McCloud, isn't it?" Leon inquired softly, "You haven't been the same since you got picked up from Venom. Something happened up there, didn't it?"

"Figure it out," Wolf brooded, his eye locked on the stars, "_You're _tha' head-case. Use your imagination."

Leon breathed, a noise that Wolf could only barely perceive.

"You're not making any plans. Not giving any orders. Not plotting your next move," Leon mused, "Despite our defeats and our setbacks, here we stand on our own ship, with our own fighters and our own team, with no one but ourselves to guide it. Yet we haven't moved from this spot since we left Venom. We have we wanted, and yet you wont give an order for where we go from here."

"Where do we go from _here_?" Wolf breathed, blinking once.

"Something that happened with McCloud is making you confused. Making you doubt your ability to continue on," Leon concluded quietly, "Maybe you should just think about it in the grand scheme of things, whatever it is. Do you remember the story about the Zen master and the--"

Wolf grabbed Leon's neck with one hand and glared him dead in the eye as he snarled, "YES! For tha' final goddamned time, I remember your fuckin' story! Things just happen an' nothin' matters in this big-ass nowhere, so don't worry about it 'cause it's not gonna last. Is that right?! Well maybe it helps when you're _fucked _in the head an' ya' can't feel anythin', but it don't mean _shit_ ta' me!!"

Leon's natural instinct was to reach for one of the knives in his belt and slice open Wolf's throat. Had it been anyone else, Leon would've done precisely that and more with sheer ecstasy. The only thing that stopped him was his own self control, reminding himself about how Wolf made him feel. Leon kept his gaze indifferent and vacant as Wolf's lavender eye glared into him, controlling his breathing as Wolf's hand remained tight around his trachea. He let Wolf vent, trying to enjoy the pain that his only friend inflicted on him.

"Ya' told me it was _fine_!" Wolf snapped, "That I could kill him an' all that stuff I thought was wrong didn't matter. You were _wrong_. He shot us down. Now _he's_ Corneria's golden-boy, and _we're_ just barely survivin' out here with nowhere ta' go!"

Leon croaked something hoarsely.

"What?" Wolf demanded, leaning his face closer. Suddenly, Leon's hand shot to Wolf's wrist, gracefully but firmly prying Wolf's hand off of his neck.

"I said, 'we'll see'," Leon retorted coldly, his gaze narrowing.

Wolf tore his hand away from Leon's grip, scoffing as he returned his eye to the stars.

"I don't think you understood my _point_, Wolf," Leon continued, "I didn't say that all of your concerns didn't matter, I said that you couldn't change them so you shouldn't needlessly worry about them. I didn't say that you _would _kill McCloud, I said that it wouldn't matter if you _didn't_, and that whatever happened would just happen. You're alive, Wolf. So is he. You've got a ship, a loyal robot, a docking bay full of fighters and _one_ wing mate that would kill for you and die for you. Yes, the ship is damaged. We're low on supplies. We've got two team mates that we know we can't trust, and we don't know where to go. But that's right _now_, Wolf, those are things we can _fix_. Those are our problems right now. But tomorrow? We'll see about _that_."

Wolf looked back at Leon quietly. He had never heard Leon speak this way before, never sound _remotely_ encouraging as he did now. It reminded him of the reason he first became friends with Leon so long ago: Because he was the only person that could consistently surprise Wolf. For the most part, the only thing predictable about Leon was the fact that Leon was unpredictable.

"We've just lived through the first war to take place in two _hundred _years. _Nothing_ is going to be the same," Leon continued, "The whole Lylat System is going to change, Wolf. There is an opportunity and there is a place for StarWolf if we are willing to change with it and do whatever it takes. And if you are the Wolf O'Donnell that I grew up with, then you live your _life_ by doing whatever it takes to get what you desire."

"What about McCloud?" Wolf growled.

"What _about_ him?" Leon demanded, "No one knows where we are, and no one knows what our next move will be. McCloud? He's famous. He's a _war_ _hero_. He's high-profile, and most of all, he doesn't have the protection of the Cornerian Fleet anymore. It's just you and him. In short, he's a bigger target than _ever_. And he's not going anywhere. So don't worry about McCloud. Take your time, build your strength, wait for the right moment and engage him on _your_ terms. Then we'll _see_ how things turn out."

Wolf looked down, thinking. Suddenly, McCloud's words didn't inspire as much doubt as they had before. His defeat seemed less final, more like a fresh start.

"**Lord O'Donnell, if I might make a suggestion, there are some possible places that we might be able to go in order to re-supply**," IG-N 96 suddenly enunciated, "**Namely, Sectors X, Y and Z. Sector X used to be the location of a Venomian research facility, until it was destroyed by StarFox, and Sectors Y and Z are both locations of large space battles in relatively recent times. The chances of finding something to salvage amongst the wreckage at these sites are reasonable. We could use what we find to help repair and re-supply. These locations would also be good places to hide, provided we do not venture too close into the nebula fields. Additionally, there is a small chance that we could encounter pirates, smugglers or salvage crews at these sites. As most of these individuals are less-than reputable, it stands to reason that we could learn from them how to get in contact with criminals and other figures that might enjoy our services.**"

Wolf frowned.

"We've gone from tha' most feared pilots in Lylat ta' _garbage_ scavengers," he grunted.

"Everyone's got to start somewhere, Wolf," Leon shrugged.

Wolf thought for a moment, his eye staring downwards before he rumbled, "How long's it gonna take ta' get ta' Sector X?"

"**It is the closest one to our location. I would estimate less than an hour at the mildest warp speed**," IG-N 96 informed.

"Then set a course for Sector X. Get Andrew an' Pigma on the intercom an' tell 'em they can either search the area in their Wolfens or they can just step out the airlock, pressure suit or not. Either way, we need two people ta' go salvage an' I ain't leavin' 'em alone on _my_ ship," Wolf commanded.

"**Very good, my Lord**," IG complied, going to work at his computer console and adding, "**It's good to see that your balls have grown back**."

"There's _plenty_ a' fuckin' room out that airlock for you too, so ya' better shut your fuckin' tin," Wolf hissed, "I'm _still_ not in tha' mood for that."

"**Of course, my Lord**," IG responded in a muted tone.

A few moments later, IG had plotted the course.

"**Attention all hands, attention all hands**," IG-N 96's voice echoed throughout the _Lone Wolf_'s intercom system, "_**Lone Wolf **_**commencing jump to warp, factor 1.5 on a secure course. ETA is approximately forty-six minutes. Jump in T-minus five…four...**"

"Are you going to be okay, Wolf?" Leon inquired.

As IG counted down, Wolf thought back to what McCloud had said to him, about how he would be there to protect Lylat from people like him.

How Wolf would _always _lose.

Wolf O'Donnell growled, "We'll see."

The _Lone Wolf _jumped into the unknown future.

* * *

Back in the celebration-filled Corneria City, the echoes of cheering voices sounded like nothing more than a far-away wind from where Fox stood. The Elysium Memorial Garden was located on the roof of one of Corneria City's skyscrapers, like many of its public parks. It was a cemetery designed to be an appealing and relaxing place for the living as much as the dead. Laid out in attractive ferroconcrete walkways and immaculately-maintained landscapes of healthy green grass and weeping willow trees, the stone markers and statues commemorating the deceased looked more like a tribute to a person's life than merely their final resting place.

Fox McCloud stood in front of two large markers sitting side by side.

The shorter one was made of pink granite, a little less than knee-high and covered by more than a decades worth of dust and grime by the right of mere exposure. Chiseled into the marker was:

Vixiene Renard-McCloud

1085-1116 A.C.E.

Loving Wife and Mother

"An Angel Too Good for This World"

Fox could barely remember his mother, except for the occasional feeling of déjà vu when he saw her picture or when he heard her voice on one of the old holovids his father had made of her. The memory that most stood out most was of a flaming skyvan falling to the ground after a horrific accident and knowing that it was his mother inside. The memory stayed with him for years, ingraining a fear of flying into Fox that was only broken by Peppy's constant training.

The marker next to it was nearly waist high, a large slab of brown stone. On the top of the marker was the silver-colored figure of a star fighter, and on the stone itself near the top was both the olive wreath and wings around the letter C of the Cornerian Army and the winged canine head of the Cornerian Flight Academy. Below these two symbols was a bronze plaque that read:

Cmdr. James McCloud

1089-1128 A.C.E.

Soldier, Adventurer, and Devoted Father

"Oh Lord, Thy universe is so big and my ship is so small"

The casket in the ground underneath each memorial was empty of a body, and was instead filled with either flowers or other tributes to the people that his parents were. The remains of Vixy Renard-McCloud were disfigured in the crash to the point that her remains were cremated and an urn full of her ashes was placed inside the casket along with the other respects to his mother, whilst James McCloud's body was never recovered from Venom.

For both of his parents, Fox had been denied the luxury of a final, tear-filled goodbye at a funeral, instead he saw both of them leave, expecting them to come back alive and well only to be told that he could never see his parents again. In some ways, it was good, almost as if his parents were still both watching him, from a distance instead of being gone forever. It made it easier to talk to them both.

"Hey, Mom," Fox said quietly, then pausing for a moment as he looked at the other stone, "Dad."

He kneeled down to his feet, so that he was practically level with both memorials.

"A lot of things have happened since I left home," Fox said with a smile, "I haven't been back here since we put you here and I left the Academy, Dad. The first time I even came back to Corneria City was to defend it from the Venomian surprise attack, after I'd trained with Peppy. In between and after all that, I conquered my fear of flying, made friends that are going to be with me for my whole life, and fought for what I thought was right. And somewhere in between all that, I think I managed to grow up, too."

He read the names on both stones continuously as he spoke, as if they could hear him better if he did so.

"I'm a hero, now," Fox declared quietly, looking distantly into every groove of each tablet, "That's what they call me, at least. It's funny, though. I was only trying to be like you, Dad. And maybe you, too, Mom. I only did what you told me. I did the right thing. I trusted myself, and I never gave up. And just for that, I'm a hero. Does that mean I'm a better person than the people who just couldn't do what I did? How many more people did the same thing _I _did, and nobody called _them_ heroes? What makes me so special?"

There was no answer for his questions. Fox unclipped the Cornerian Flight Academy badge attached to the collar of his jacket. His father had wanted Fox to have it. He looked at it for a few moments as it glinted in the afternoon sun, then gave a slight sigh and pinned it back onto his jacket.

"I only felt like I deserved to wear that pin in the past week or so," Fox added, flashing a smile. He then reached into his jacket and pulled out a folded-up piece of paper, with the parliamentary seal of the Cornerian Commonwealth weighing heavily on the bottom right corner.

"You know, they wanted to award me the title of Knight Bachelor, for 'Outstanding Bravery and Valor in Service of Corneria and its Commonwealth', they said," Fox explained, looking down at the sheet of paper, "They said I would be the first person to be knighted in over two hundred and thirty years. And…it was tough, but I couldn't accept it. Because I wouldn't have gotten anywhere without you or Peppy being there for me and guiding me, in one way or another. Peppy trained me, and you gave me something to aspire to, just for being who you were. So I asked if they could instead give the honor to someone else more deserving. Peppy refused it when I offered it to him. He thought someone else deserved it more, and I agree with him now. That someone was you, Dad. At least you can't say no."

Fox smiled, and wiped something away from his eyes, then slowly withdrew his blaster pistol.

"Okay, Mom," Fox smirked, "Listen and make sure I get it right."

He breathed in and out, then straightened his back and raised his pistol, lowering it onto the right side of the top of his father's marker.

"Commander James McCloud. By the right of the Sovereign; by the will of the People," Fox began, then raising the blaster up and over, touching it to the left side of the stone, "Dub thee I do, Sir James McCloud, Knight of the Realm. Rise, Sir Knight… and go with God."

Fox breathed again, putting his blaster back into the holster. Once more, Fox had to wipe something away from his eyes.

"Posthumous or not, a knighthood's a knighthood," Fox breathed, "I'll have to get that plaque changed."

Fox got up from his knees, looking out over the vast Cornerian cityscape. In the distance, the mighty _Great Fox_ stood in the support scaffold of a planetary cosmodrome, the winged red fox on its tail just barely visible. He looked back at the markers, putting his hands on his father's stone.

"Everyone's saying that things are going to be different now. That for better or worse, it's all going to change," Fox mused softly, "They always say that the heroes get to live happily ever after. What happens after the end? Are we ready for it? Am I?"

He felt a warm breeze caress his fur. As it drifted by, it sounded almost like someone was whispering something to him.

Fox looked down intently at the marker, then promised, "No matter what happens, I'll try to do what's right for everyone. I'll trust myself. I'll never give up. And I will _always_ be there, just like you always were and always are. Because we're the good guys. Because we're the heroes. Because we're StarFox."

Fox McCloud smiled at the memorials of both of his parents. Then he bid them goodbye and walked back towards the entrance of the park. In a matter of moments, he was flying high over the land that he had sworn to protect, taking in the peace that he and so many others had fought for.

* * *

THE END. Cue "All Along the Watchtower", either the Jimi Hendrix version or the Bear McCreary version for Battlestar Galactica. Either one really fits the story, in both tone and in the actual meaning of the lyrics. Listen to them and think about the story, and you'll start to see the similarities. Also, for those music lovers out there, yes, you are right: The two "Cornerian folk songs" were Bob Dylan's "The Times They Are A-Changin'" and David Bowie's "Changes". I thought them very cool, very appropriate and I didn't think it spoiled any of the realism if no one in Lylat "remembers who wrote them or where they came from". And its not like it's Green Day or something. Go ahead and have a little giggle at my two additions to the soundtrack.

Anyway, I'd like to thank you all for a half year-long wild ride. This was an incredibly fun experience writing for all of you on this thing. Rather than talk about the story's themes and my interest in the story right here, I'll save that for next page, for those of you that want some bonus material and actually care. As for the rest of you, I will see you later, however probably much later. I'm gonna take some time to gather my thoughts and do my own thing, but next time I promise I'll be back with an interesting sequel to "A Great Day to Die", in which all the 'changes' that the Lylat System has gone through become apparent. Later, guys! Please review, and thanks so much for reading!-TU


	14. Bonus Material: The Lylat War

AUTHOR'S NOTE: Hey, thanks for joining me back here for a little encore experience as you listen to your ending credits music of "All Along the Watchtower".

This whole story started out initially as a desire to paint StarFox 64, the best game in the StarFox series, in a realistic light, so that I could recall specific events in the Lylat War if I was writing about Fox or Wolf's memories of them. I soon began getting a lot of ideas, but I wanted to condense them without going through some of the less-than inspiring levels of the game and having to write about it, plus I wanted to put my own spin on the story. So I sort of wrote the story as if it was a big Peter Jackson-style movie version of StarFox 64, except with only the first forty minutes, the middle forty minutes, and the last forty minutes put together and leaving the rest to the imagination, since I could still get the most important parts of the story that way and cut out the filler parts. The division sort of prompted me to play around with point of view, so War Stories essentially became this attempt to look at this big interstellar war from the point of view of the civilians caught in the middle (Fay and Lance), the common soldiers (Bill and his wing-mates at the Battle of Venom), and the super-heroes of the war (Fox and Wolf). At the same time, it let me expand upon ideas I had when I was writing my previous story, "Cubs".

So, after a half a year it lies finished, my retelling of this classic story that we all seem somehow drawn to. Here, for your reading pleasure, is one last encyclopedia entry, explaining all the parts that happened in between the various parts of War Stories. If you haven't played StarFox 64, or if you just want an interesting run-down of how history viewed this apocalyptic interstellar war, please be my guest. Again, I'd like to thank you all for your patronage and for your generous reviews, and I hope to hear from you all again in the future. This is Tobias Umbra, tiredly signing off.

* * *

Excerpt from the _Encyclopedia Corneria_, 18th Edition

Lylat War : After practically two centuries of interstellar peace following the conclusion of the Lylat Civil War and the disollution of the Cornerian Empire, the entire Lylat System was plunged into a large-scale interplanetary conflict, waged between the armies of the Venomian Empire of Andross (see article) and the Cornerian Commonwealth (see article). Though just barely over two years long, it remains the most widespread, costly and deadly war in Lylat history, overshadowing the Lylat Civil War and the more recent Aparoid Invasion (see article) in terms of the intensity of the fighting, lives lost and damage caused. A number of ideologies and principles formed the basis of the war, most prominent among them being speciesism and imperialistic expansion (see article: Factors Leading to the Lylat War).

Since its formation, the Venomian Empire of Andross maintained competitive, at-odds diplomatic relations with the rest of Lylat, the Cornerian Commonwealth in particular. Over a period of six years before the war, the Venomian Empire conducted a fierce military and economic buildup, with the intent of invading and subjugating every planet of the Lylat System. Venom annexed the uninhabited nearby planet of Eladard, the second planet of the Verona Sub-System, and built a majority of its military training and production facilities there in order to build their forces in secrecy. The political sensitivity of Venom due to the speciesist relations between its populace and the rest of Lylat led the Cornerian Parlaiment to prohibit any surveillance of the planet, as a sign of goodwill. General George Pepper, Supreme Commander of the Cornerian Armed Forces, secretly disobeyed the orders of Parlaiment and hired the independent mercenary unit, Team StarFox (see article) to conduct espionage missions on Venom in hopes of getting a sense of their military capabilities. During one of these missions, Pigma Dengar of Team StarFox defected to Venom and surrendered his fellow team members, Commander James McCloud and Lieutenant Peppy Hare, to the Venomian Army. When Peppy Hare escaped Venom, knowledge of StarFox's assignment led to the Team StarFox Espionage Scandal, in which the Army was heavily censured and the original StarFox Team, Peppy Hare being the only remaining member, was legally disbanded.

Venom's buildup continued for two more years after the StarFox Scandal, building up one of the most massive armies ever fielded in Lylat history. In a historic surprise attack, Venomian forces invaded Macbeth, the third planet of the Verona Sub-System, using a planetary electromagnetic pulse and seeding the atmosphere of Macbeth with an experimental cobalt-sulfate aerosol attack that disabled 85% of the electronic equipment on the entire planet and interfered with planetary communications signals. The Macbeth invasion premiered many more experimental tools of war never before seen or conceived of in military history, including gigantic battle droids known as Garudas and the giant Venomian surface assault ship, _Saucerer_. Macbeth surrendered 26 hours after the invasion began, being wholly unprepared for the attack. Prior to and several weeks after the Macbeth surrender, Venomian occupation forces in the capitol of Wayland murdered almost 100,000 canines, felines, leporids and avians living in the city, the single largest mass killing campaign in history. After the Wayland Massacre (see article), Venom continued to harshly subjugate and occupy the planet. In response to the invasion, the Cornerian Commonwealth demanded that Venom withdraw its forces from Macbeth, cutting off all trade with Venom. As Macbeth was a planet independent of the Cornerian Commonwealth, and because of Parlaiment's hesitance to disrupt the 200 years worth of Lylat peace, Corneria neglected to declare war on Venom, however it did begin a crash-course to quickly expand and build up the Cornerian Defense Force and Army's fleet and ground forces.

After two months, Venom had fully occupied Macbeth, using the planet's resources to supply the Venomian Army. A small resistance formed in response to the occupation, resisting Venomian forces and the Macbeth collaborationist government (see article: Macbeth Resistance). The resistance efforts would continue until Macbeth's liberation in the final stages of the war.

Over the following six months, Venom began to establish secret facilities all over Lylat, including a weapons development platform on a space station in Sector X, a research facility on Titania, and secretly occupying the unsettled regions of the Cornerian colony of Papetoon. Border skirmishes on Papetoon between Venomian and Cornerian forces resulted in Venomian victories, and the Venomian Army claimed more and more control over Papetoon. Venom then blockaded the space around Solar, cutting off key interstellar trade routes and vital Cornerian energy resources from the star, all the while performing various biological experiments on the red dwarf.

After the blockade of Solar, Fortuna signed a formal nonaggression pact with Venom. Many speculate that, due to Fortuna being independent and the evolutionary home planet of primates and reptiles, Venom honored the nonaggression pact, or at least was resolved to doing so until after defeating the Cornerian Commonwealth. Meanwhile, Venom continued to ignore Corneria's threats to withdraw from Papetoon. Prime Minister Walter Neville began to lose a great deal of political favor because of his nonresponsiveness to Venom's blatant invasion of Corneria's newest colony. Instead, Neville continued to devote more and more resources to a military build up that many judged as too little, too late.

In another surprise attack, the Venomian Army invaded the planet of Zoness after three more months, decimating the unprepared Cornerian Defense Forces and conquering the planet after a three week siege. Corneria formally declared war on Venom in response. As a message of defiance to the Cornerian war declaration, Andross authorized Operation: Water Rot, a systematic campaign of ecological sabotage in which Zoness' vast oceans were intentionally polluted with billions of metric tons of toxic waste, petroleum oil and poisons. The resulting damage led to the near-extinction of the amphibious enhydra race, as well as the extinction of much of the aquatic wildlife of Zoness. The deaths that resulted from Operation: Water Rot are impossible to calculate, given its enormous scale and the uncertainties involved, but estimates have ranged from two to five billion deaths of sentient species. Many life forms that were not killed by the pollution were severely, monstrously mutated. The act remains the worst genocide in Lylat history. As of this writing, the planet is still undergoing intense ecological renovation to hopefully restore Zoness to some shadow of its former glory. In the midst of Operation: Water Rot, Venom launched an experimental InterPlanetary Ballistic Missile at Corneria. Due to a computer failure, the missile arrived too early in relative to the planet's rotation and struck the Cornerian city of Oceana, instead of its intended target of Corneria City. The damage wrought on Oceana was fierce, the missile being equipped with a powerful anti-matter bomb that leveled much of Oceana and instantly killed almost a million Cornerian citizens, surpassing the death toll of the Wayland Massacre.

The Cornerian public, horrified and angered by Venom's actions, demanded action from Parlaiment. In response, the Prime Minister issued his famous "Whatever It Takes" speech, authorizing General George Pepper to take whatever measures he deemed necessary to defeat Venom. Instantly, Pepper ordered the construction of the massive flagship _Ajax_, as well as sending over half of the Cornerian Defense Force to Aquas to reinforce the colony.

After two months of preparation, the First Battle of Aquas began in which the massed Venomian invasion fleet faced off against the Cornerian Defense Forces stationed on Aquas, one year and one month after the invasion of Macbeth. _Saucerer_, the cornerstone of the Venomian invasion forces, proved to be the deciding factor, tipping the scales and narrowly defeating the Cornerian Defense Forces after one and a half months. The casualties from the battle left the Cornerian ground forces considerably understaffed, in addition to massive losses of the Venomian invasion forces.

Finding themselves spread out, the Venomian Army began what was known as the Easton Offensive, the move to hopefully begin the final parts of invading Corneria, on the Lylatian holiday of Easton. Much of the Venomian reserve forces were moved from Venom and Macbeth to reinforce Zoness and Aquas, while the Venomian Starfleet split into three attack groups. One would consist of an invasion force that included _Saucerer_ to attack and conquer Katina. The invasion force was much smaller than the forces that had attacked Zoness and Macbeth, due to the damages incurred in the First Battle of Aquas, however the Venomian Army surmised that, due to Katina's low population density, it wouldn't require as much forces to conquer. An even smaller attack group was used to quickly take control of the small Cornerian Army defense outpost and terraforming station on Fichina, then to move on and hide itself inside the dense asteroid field outside Corneria known as Meteo. Finally, the largest group, the Venomian attack fleet, traveled to Sector Y in hopes of drawing the majority of the Cornerian Starfleet away from Corneria.

The Easton Offensive was only partially successful. The Venomian invasion force on Katina underestimated the skills and preparedness of the Cornerian Army forces stationed on the planet, including the elite Bulldog and Huskey squadrons, which managed to keep the Venomian forces at bay, locking the battle into a month-long stalemate in which _Saucerer_ was unable to be safely deployed due to the density of the Cornerian Army fighters around the main base of Fort Eastwood. The majority of the Cornerian Starfleet was drawn to Sector Y in order to meet the large Venomian attack fleet, which allowed the smaller Venomian attack group that had been hiding in Meteo to begin hostilities on the mostly-undefended Corneria.

With so much at stake, General Pepper hired the newly reformed Team StarFox, led by the son of founder James McCloud, to hopefully stop the invading Venomian attack group from destroying Corneria City. StarFox proved surprisingly effective, destroying the Venomian Attack Carrier and its supporting forces almost single-handedly. As a result of their success on Corneria, the StarFox Team consistently became a tactical ace-in-the-hole for the struggling Cornerian Army, able to move faster than many units in the Cornerian Armed Forces, taking care of smaller missions of strategic importance and providing vital reinforcement to the Cornerian Starfleet in larger engagements.

As the Cornerian Starfleet battled the Venomian Attack Fleet, StarFox moved on from Corneria to Meteo, wiping out the remainder of the attack group that had assaulted Corneria. They then moved on to Sector Y, reinforcing the Starfleet and providing the tactical edge required to drive the Attack Fleet back to Aquas. The Cornerian Starfleet then split into three groups, one that would return to Corneria and provide protection from further attack, another that would remain in Sector Y and strategically trap the Venomian Starfleet on Aquas and Zoness, and another that would move on to Katina with Team StarFox to destroy the invasion forces.

Whilst the Cornerian battle group engaged the Venomians in orbit over Katina, the commander of the _Saucerer_, Commodore Madeline Zira, decided to make a last-ditch effort to wipe out Fort Eastwood and the Katinan capitol of Tombstone. The StarFox Team was deployed in the skies above Katina to reinforce the Bulldog and Husky Squadrons of Major Bill Grey. The Battle of Katina ended in a total Cornerian victory, resulting in the annihilation of the Venomian invasion ships in orbit and the destruction of the _Saucerer_ through the combined effort of Team StarFox and Bulldog and Husky squadrons.

The victory at Katina marked a turning point in the Lylat War, in which the Venomian Army would be permanently on the defensive. The Cornerian Fleet returned to Sector Y and began its campaign to re-take Aquas in the hopes of preventing the planet from suffering a similar fate to Zoness. Meanwhile, Team StarFox was sent on its own on the seemingly simple task of liberating the defense outpost on Fichina and investigating the Venomian research facility in Sector X. During the Incident on Fichina, StarFox had its first encounter with Team StarWolf (see article), an elite fighter unit of the Venomian Army that had been tasked with destroying the strategic edge that StarFox provided. As StarWolf engaged StarFox over Fichina, retreating Venomian forces armed a bomb on the outpost to destroy the base. Despite the efforts of StarFox, StarWolf proved dangerous enough to hold the mercenary team off until the bomb's timer reached zero. The two teams retreated to avoid the blast, and the outpost was destroyed by the Venomian antimatter bomb.

The result proved embarrassing for the Cornerian Army and the credibility of Team StarFox, to the point that Prime Minister Walter Neville threatened to fire General Pepper if he did not terminate StarFox's contract. Despite objections, Pepper deployed StarFox to Sector X, where they quickly destroyed the Venomian prototype Spybot, a redeeming act that put StarFox back into favor.

Afterwards, StarFox moved on to Solar, which the Venomians had mostly abandoned aside from some auxiliary forces and a massive experimental bio-weapon creature codnamed Vulcain. With the assistance of Major Bill Grey from nearby Katina, the StarFox Team destroyed the bio-weapons infesting Solar, putting a stop to the most heinous of Andross' bioengineering experiments.

During the two weeks that StarFox was conducting its missions in the Kragg Sub-System and on Solar, the Cornerian Starfleet had launched a massive attack on the planet of Aquas, overwhelming the Venomian occupation forces to the extent that many surrendered or retreated back to the more heavily-fortified Zoness after three weeks. The Second Battle of Aquas was considered one of the finest, most efficient operations that the Cornerian Armed Forces had ever conducted at the time, though the finest hour of the Commonwealth's forces had yet to come.

With StarFox and the Cornerian Starfleet working side by side once more, preparations were made over a period of three more weeks for the invasion of Zoness. Using the element of surprise, Team StarFox was sent in to destroy the intricate early warning systems on Zoness, with some surprise help from independent mercenary Katt Monroe. After destroying Zoness' early warning system, StarFox confronted and destroyed the _Sarumarine_, the largest Venomian "defiler" ship that had perpetuated Operation: Water Rot. Unable to detect an attack and with their logistics severely compromised, the Cornerian Starfleet moved in and attacked the Venomian forces on Zoness, destroying the grand majority of the occupation forces over a period of a month. During this time, Team StarFox was deployed on standby to Sector Z, where a small Venomian intercept force attempted to ambush and destroy StarFox's mother ship _Great Fox_ with powerful long-range missiles launched from Macbeth. The attack was defeated, and Sector Z was secured.

Realizing that Cornerian forces would soon be headed towards Macbeth, General Maximillion Zaius, the strategic commander of the Venomian Army, authorized the Venomian forces on Macbeth to destroy all evidence and witnesses of their war crimes on the planet. This included a death campaign in which Venomians and Macbeth collaborators began a mass execution of much of the civilian population of Wayland. Fay Donahue, a leader of the Macbeth Resistance, sent a distress signal to General Pepper, informing the Cornerians of what was taking place.

Rather than preparing as planned, the Cornerian Starfleet almost immediately moved on from Zoness, with Team StarFox moving in from Sector Z. What ensued was a large, three-way battle against the Venomians. The Cornerian Starfleet attacked the large occupation force in orbit above Macbeth, while Team StarFox began an attack on the main Venomian supply depot on the surface. In conjunction, the arrival of the Cornerian forces and StarFox signaled an uprising in Wayland, in which hundreds of thousands of civilians and the forces of the Macbeth Resistance revolted against the Venomians and the Macbeth collaborationist government. Macbeth was liberated after six weeks, ending one year and ten months worth of Venomian oppression. With the strongest occupied territory freed, all that remained to conclude the war was the final attack on Venom.

While Aquas, Zoness, and Macbeth were being liberated, preparations for the invasion of Venom were already well underway. A week after the liberation of Macbeth, the massive Cornerian flagship _Ajax_ and an armada of supporting starships blasted out of Corneria's orbital shipyards and traveled at maximum warp to Macbeth.

Commanded personally by General Pepper, the Cornerian Starfleet gathered all of the forces it could for an all-out assault on Venom, including the addition of Bulldog and Husky squadrons and employing the mercenary Katt Monroe. Using the StarFox Team as an ace in the hole one last time, the Cornerian Starfleet would attack the Area 6 space region and the Bolse Defense Station over Venom whilst StarFox would fly directly down to Venom to assault the presumably undefended palace of Andross. While the Cornerian Starfleet engaged the Venomian forces the largest space battle of the entire war, StarFox was intercepted once more by StarWolf in the skies over Venom. This time, however, StarWolf was defeated, and StarFox leader Fox McCloud flew into the massive Imperial Palace, single-handedly fighting and defeating the gigantic monster that Andross had become after multiple self-experiments.

With the death of Andross and the destruction of the Imperial Palace, much of the remaining Venomian forces surrendered or retreated to parts unknown. The StarWolf Team, among the most notorious of Venomian war criminals, to this day remains at large. Many other, less notable members of the Venomian Army retreated to Fortuna, which had stayed out of the war and was sympathetic to the Venomian cause. The fall of Venom signaled the end of the Lylat War, in which the entire Lylat System rejoiced in a massive celebration of peace. Victory Day, commemorating the anniversary of the end of the war, remains an interstellar holiday, held to memorialize the sacrifices of those that fought and died for the freedom of the galaxy.


End file.
